SPR S-4/A Registration of securities issued in business combination transactions (amended)

As filed with the Securities and Exchange Commission on August 25, 2003

Registration No. 333-107790 and

Registration Nos. 333-107790-01 to 333-107790-17

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

to

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

SPEEDWAY MOTORSPORTS, INC.*

(Exact Name of Registrant as Specified in Its Charter)

Delaware	7948	51-0363307
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

5555 Concord Parkway South

Concord, North Carolina 28027

Telephone (704) 455-3239

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Mr. O. Bruton Smith

Chairman and Chief Executive Officer

Speedway Motorsports, Inc.

5555 Concord Parkway South

Concord, North Carolina 28027

Telephone (704) 455-3239

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

Peter J. Shea, Esq.

Parker, Poe, Adams & Bernstein L.L.P.

Three Wachovia Center

401 S. Tryon Street, Suite 3000

Charlotte, North Carolina 28202

Telephone (704) 372-9000

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

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

        The Registrant and the Additional Registrants (defined below) hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and the Additional Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 * Information regarding additional guarantor registrants (“Additional Registrants”) is contained in the Table of Additional Registrants on the following page.

TABLE OF ADDITIONAL REGISTRANTS

	State or other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Address, Including Zip Code, and Telephone Number, Including Area Code of Additional Registrant’s Principal Executive Offices
Atlanta Motor Speedway, Inc.	Georgia	58-0698318	*
Bristol Motor Speedway, Inc.	Tennessee	62-1016760	*
Charlotte Motor Speedway, LLC	North Carolina	11-3668168	*
INEX Corp.	North Carolina	56-1861546	*
Las Vegas Motor Speedway, Inc.	Delaware	88-0479610	*
Motorsports By Mail, LLC	North Carolina	56-2012747	*
Nevada Speedway, LLC	Delaware	88-0479341	*
SMI Trackside, LLC	North Carolina	11-3663310	*
Speedway Funding, LLC	Delaware	88-0479342	*
Speedway Media, LLC	North Carolina	56-2181451	*
Speedway Properties Company, LLC	Delaware	88-0479340	*
Speedway Sonoma, LLC	Delaware	88-0479344	*
Speedway Systems LLC	North Carolina	56-2062093	*
SPR, Inc.	Delaware	88-0479343	*
Texas Motor Speedway, Inc.	Texas	56-1931988	*
Trackside Holding Corporation	North Carolina	55-0816333	*
600 Racing, Inc.	North Carolina	56-1780351	*

* The name, address, including zip code, and telephone number of each Additional Registrant’s principal executive office is 5555 Concord Parkway South, Concord, North Carolina 28027, (704) 455-3239 and O. Bruton Smith is the agent for service at the same address and telephone number.

PROSPECTUS

Exchange Offer For

$230,000,000

6 ³/4% Senior Subordinated Notes due 2013

The Company:

• We are a leading promoter and marketer of motorsports activities in the United States with one of the largest portfolios of major speedway facilities in the motorsports industry.

The Offering:

• We are offering to exchange, at 100% par value, new registered 6 ³/4% Senior Subordinated Notes due 2013 (the “New Notes”) for all of our outstanding unregistered 6 ³/4% Senior Subordinated Notes due 2013 (the “Original Notes”) that were issued in a private transaction on May 16, 2003 (collectively, the “Notes”).

• The exchange offer will not be a taxable event for U.S. federal income tax purposes.

• The terms of the New Notes are substantially identical to those of the Original Notes, except for the transfer restrictions and registration rights relating to the Original Notes.

• Our offer to exchange the Original Notes for the New Notes will be open until 5:00 p.m., New York City time, on September 29, 2003, unless we extend the offer.

• You should carefully review the procedures for tendering the Original Notes described under the caption “The Exchange Offer” beginning on page 81 of this prospectus. If you do not follow those procedures, we may not exchange your Original Notes for the New Notes.

• If you fail to tender your Original Notes, you will continue to hold unregistered securities and your ability to transfer them could be adversely affected.

The Senior Subordinated Notes:

• Maturity:    The New Notes will mature on June 1, 2013.

• Interest Payments:    The New Notes will pay interest semi-annually in cash in arrears on June 1 and December 1, commencing on December 1, 2003.

• Optional Redemption:    The New Notes may be redeemed, in whole or in part, on or after June 1, 2008 at the redemption prices described in this prospectus, plus accrued interest. In addition, up to 35% of the aggregate principal amount of the New Notes may be redeemed on or before June 1, 2006, with the net cash proceeds from certain equity offerings.

• Guarantees:    The New Notes will be unconditionally guaranteed, jointly and severally, on a senior subordinated basis by each of our operative subsidiaries, except for Oil-Chem Research Corporation.

• Ranking:    The New Notes will be our general unsecured obligations. The New Notes will rank in right of payment equally with all of our existing and future senior subordinated debt and will rank senior to all our future debt that expressly provides that it is subordinated to the New Notes. The New Notes will be subordinated in right of payment to our existing and future senior debt and effectively subordinated to the obligations of our non-guarantor subsidiaries. At June 30, 2003, the New Notes would have been subordinated to approximately $130.2 million of senior debt.

• Market:    The New Notes will not trade on any national securities exchange and, therefore, we do not anticipate that an active public market in the New Notes will develop.

You should carefully consider the information and risks set forth in “Risk Factors” beginning on page 15 before tendering your Original Notes in this Exchange Offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved

or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.

Any representation to the contrary is a criminal offense.

The date of this Prospectus is August 25, 2003.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
Risk Factors	15
Use of Proceeds	27
Capitalization	27
Selected Historical Financial Data	28
Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Quantitative and Qualitative Disclosures About Market Risk	57
Industry Overview	58
Business	62
Management	74
Certain Transactions	77
Description of Certain Indebtedness	79
The Exchange Offer	81
Description of New Notes	88
Certain United States Federal Tax Considerations	126
Plan of Distribution	126
Legal Matters	127
Experts	127

This prospectus incorporates important business and financial information about the company that is not included or delivered with this prospectus. You may obtain documents that we file with the Securities and Exchange Commission and that are incorporated by reference in this prospectus at no cost by writing or telephoning Marylaurel E. Wilks, Speedway Motorsports, Inc., P.O. Box 600, Concord, North Carolina 28026-0600, telephone (704) 455-3239. To obtain timely delivery please make your request for information no later than September 22, 2003, which is five business days before the expiration of the exchange offer.

FORWARD LOOKING STATEMENTS

This prospectus includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, our competitive strengths and weaknesses, our business strategy and the trends we anticipate in the industry and economies in which we operate and other information that is not historical information. You can identify a forward-looking statement by our use of the words “anticipate,” “estimate,” “expect,” “intend,�� “plan,” “may,” “will,” “continue,” “believe,” “objective,” “projection,” “forecast,” “goal,” and similar expressions. No assurance can be given that actual results or events will not differ materially from those projected, estimated, assumed or anticipated in any such forward-looking statements.

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in this prospectus. We do not undertake any obligation to revise these forward-looking statements to reflect future events or circumstances. Presently known Risk Factors, beginning on page 15 of this prospectus, which could impact our forward-looking statements, include, but are not limited to, the following factors:

• Substantial leverage and indebtedness of our company;

• The Notes will be subordinated to our senior indebtedness;

• Consumer and corporate spending sentiment;

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• Bad weather adversely affects the profitability of our motorsport events;

• Our relationship with NASCAR;

• Military actions or national or local catastrophic events;

• Litigation and insurance costs;

• Government regulations affecting us and our sponsors;

• Loss of key personnel; and

• Costs associated with capital improvements.

WHERE YOU CAN FIND MORE INFORMATION ABOUT SMI

We file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission (the “Commission”). Such reports and information relate to our business, financial condition and other matters. You may read and copy these reports, proxy statements and other information at the Public Reference Room of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Commission’s Public Reference Room in Washington, D.C. by calling the Commission at 1-800-SEC-0330. Copies may be obtained from the Commission upon payment of the prescribed fees. The Commission maintains an Internet Web site that contains reports, proxy and information statements and other information regarding SMI and other registrants that file electronically with the Commission. The address of such site ishttp://www.sec.gov.Such information may also be read and copied at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005.

As long as any Notes are outstanding, SMI will provide holders of the Notes with the following information after it would have been required or is required to be filed with the Commission:

1. all quarterly and annual financial information that would be required to be included in Forms 10-Q and 10-K; and

2. all current reports that would be required to be filed on Form 8-K.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Commission allows us to “incorporate by reference” the information that we file with them in other documents, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information we file with the Commission will automatically update and supersede this information. This prospectus incorporates by reference all documents filed by us in the future after the date hereof with the Commission under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 until the termination of the offering to which this prospectus relates. Specifically, we incorporate by reference:

1. our Annual Report on Form 10-K for the fiscal year ended December 31, 2002;

2. our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2003 and June 30, 2003;

3. our Current Reports on Form 8-K filed on May 5, 2003 and May 19, 2003;

4. our Definitive Proxy Statement, filed with the Commission on March 20, 2003; and

5. all documents we file with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering of the New Notes offered by this prospectus.

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This prospectus is a part of a Registration Statement on Form S-4 (the “Registration Statement”) we filed with the Commission. This prospectus does not contain all of the information set forth in the Registration Statement and the exhibits thereto. Statements about the contents of contracts or other documents contained in this prospectus or in any other filing to which we refer you are not necessarily complete. You should review the actual copy of such documents filed as an exhibit to the Registration Statement or such other filing. Copies of the Registration Statement and these exhibits may be obtained from the Commission as indicated above.

You should rely only on the information contained or incorporated by reference in this prospectus. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities (1) in any jurisdiction where the offer or sale is not permitted, (2) where the person making the offer is not qualified to do so, or (3) to any person who cannot legally be offered the securities. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

NASCAR-related and industry data used throughout this prospectus was obtained or derived from industry publications or third-party sources which we believe to be reliable. We cannot assure you that this information is accurate or complete. For example, in preparing estimates of market share and industry data, we utilized third party sources when possible, but cannot verify some of the estimates through independent sources.

We have federally registered trademark and service mark rights in “Speedway Motorsports”, “Atlanta Motor Speedway”, “Bristol Motor Speedway”, “Charlotte Motor Speedway”, “Las Vegas Motor Speedway”, “Sears Point Raceway”, “Texas Motor Speedway”, “600 Racing Thunder Roadster”, “Legends Cars”, “Bandolero”, “Atomic Oil”, “WBL”, “Pour A New Engine Into Your Car”, “It Soaks into Metal”, “Linkite”, “Avblend”, “zMax”, “Finish Line Events”, and “Motorsports By Mail”. We also have federally registered trademark and service mark rights concerning “AutoFair”, “Lug Nut”, “Sparky” and “The Speedway Club” and our corporate logos. Federal trademark and service mark registrations are pending with respect to “Seal of Champions”, “The Great American Speedway!”, “GP Roadster”, “Speedway World”, “Texas International Raceway” and “Wild Man Industries”, among others.

PRESENTATION OF FINANCIAL INFORMATION

We refer to the term “EBITDA” in various places in this prospectus. We calculate EBITDA using income from continuing operations before net interest expense, income taxes, depreciation and amortization, and the cumulative effect of accounting changes. EBITDA should not be used as an indicator of our operating performance. EBITDA may not be comparable to similar non-GAAP measures presented by other issuers. We present EBITDA in this prospectus because we believe certain investors use EBITDA as one measure of our ability to satisfy debt obligations and fund our other commitments, including capital expenditures. Please see Footnote 10 of “Prospectus Summary—Summary Historical Financial Data” for a more thorough discussion of our use of EBITDA in this prospectus and a reconciliation of EBITDA to net cash provided by operating activities.

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PROSPECTUS SUMMARY

This summary highlights information more fully described elsewhere in this prospectus. Because it is a summary, it is not complete and does not contain all the information that is important to you. You should read the entire prospectus carefully, including the documents incorporated by reference in this prospectus and the other documents to which this prospectus refers. As used in this prospectus, all references to the “Company,” “SMI,” “we,” “our” and “us” and all similar references are to Speedway Motorsports, Inc. and its consolidated subsidiaries.

Speedway Motorsports, Inc.

We are a leading promoter and marketer of motorsports activities in the United States. We own and operate six major speedway facilities with a total permanent seating capacity of approximately 761,000. We also provide radio motorsports programming, production and distribution, provide event souvenir merchandising services, offer food, beverage and hospitality catering services through a third party, and manufacture and distribute smaller-scale, modified racing cars and parts.

We own and operate the following facilities:

Speedway	Location	Approx. Acreage	Length (miles)	Luxury Suites	Permanent Seating
Atlanta Motor Speedway (“AMS”)	Hampton, GA	820	1.5	137	124,000
Bristol Motor Speedway (“BMS”)	Bristol, TN	650	0.5	158	156,000
Infineon Raceway (“IR”) (formerly Sears Point Raceway)	Sonoma, CA	1,600	2.5	27	47,000
Las Vegas Motor Speedway (“LVMS”)	Las Vegas, NV	1,030	1.5	102	114,000
Lowe’s Motor Speedway (“LMS”) (formerly Charlotte Motor Speedway)	Concord, NC	1,130	1.5	113	162,000
Texas Motor Speedway (“TMS”)	Ft. Worth, TX	1,490	1.5	194	158,000
				731	761,000

Our speedways are strategically positioned in six premier markets in the United States, including three of the top ten television markets. We will sponsor 17 major annual motorsports racing events in 2003 sanctioned by the National Association of Stock Car Auto Racing, Inc. (“NASCAR”). These include ten races associated with the Winston Cup Series of professional stock car racing (“Winston Cup”) and seven races associated with the Busch Series. We also will sponsor two Indy Racing League (“IRL”) racing events, five NASCAR Craftsman Truck Series racing events, four major National Hot Rod Association (“NHRA”) racing events, and six World of Outlaws (“WOO”) racing events in 2003.

We derive revenues principally from the following activities:

• sales of tickets, including suite rentals, to motorsports races and other events held at our speedways;

• licensing of network television, cable television and radio rights to broadcast such events;

• sales of sponsorships and facility naming rights to companies that desire to advertise or sell their products or services surrounding such events; and

• commissions earned on sales of food, beverages and hospitality catering and proceeds from sales of souvenirs.

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The challenging economy, particularly in 2002, has affected consumer and corporate spending sentiment. Nevertheless, 3.5 million fans attended our events in 2002, increasing admission revenues by 3.6% over 2001.

Corporate ticket sales also increased in 2002, demonstrating the demand and appeal for motorsports entertainment in our markets has remained strong even in challenging times.

In 1999, we obtained the motorsports industry’s first naming rights agreement which renamed Charlotte Motor Speedway as Lowe’s Motor Speedway for gross fees aggregating $35.0 million over a ten-year agreement term. In June 2002, we obtained a second ten-year naming rights agreement whereby Sears Point Raceway was renamed Infineon Raceway for gross fees aggregating $34.6 million over the agreement term.

Industry Overview

The motorsports industry is largely divided as follows:

• Stock car racing, primarily through NASCAR;

• Craftsman Truck racing, also conducted through NASCAR;

• “Indy car” racing, through Championship Auto Racing Team (“CART”) and IRL;

• Other specialty events, including the WOO, NHRA, and Extreme Dirt Car Series (“Extreme”) dirt racing; and

• “Formula One” and sports car racing in Europe, Australia, and Japan.

In 2002, we derived approximately 79% of our revenues from NASCAR-sanctioned events.

In 2002, NASCAR conducted approximately 2,200 motorsports events in the United States, including 72 stock car races in the Winston Cup and Busch Series, and 21 Craftsman Truck Series races. NASCAR races are the second highest rated regular season televised sport, and rank third in pro sports licensed merchandise sales, with sales of $1.4 billion in 2002. NASCAR events include 17 of the top 20 attended sporting events in 2002, and NASCAR has a fan base of 75 million fans, approximately one third of the U.S. adult population. The NASCAR racing season runs for 10 months, and races are generally heavily promoted, with a number of supporting events surrounding the main event, for a total weekend experience. We will host ten Winston Cup and seven Busch Series events in 2003.

The Winston Cup Series is the only major sports league or series in the United States to show two consecutive years of network television ratings growth in 2001 and 2002. According to Nielsen Media Research:

• Ratings for Winston Cup events increased 38% in 2001 and 2% in 2002; and

• Number of households watching Winston Cup events increased 36% in 2001 and 3% in 2002.

Cable television ratings have increased consistently as well:

• Ratings for Winston Cup events increased 13% in 2001 and 2% in 2002; and

• Ratings for Busch Series events increased 21% in 2001 and 14% in 2002.

Prior to the 2001 race season, Winston Cup and Busch Series television rights agreements were separately negotiated by individual speedway owners and largely broadcast over cable television networks. Beginning with the 2001 season, NASCAR races have been broadcast on the NBC, Fox, Turner and FX networks pursuant to an industry-wide agreement covering all speedways with NASCAR race dates. Broadcasters have agreed to pay an

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industry aggregate of approximately $2.4 billion in fixed rights payments from 2001 to 2006. All Winston Cup, Busch, Craftsman Truck, IRL, and major NHRA events, as well as several WOO and other events held at our facilities are currently televised nationally. See “Industry Overview.”

In recent years, corporate sponsorship has increased for NASCAR and other motorsports events. NASCAR-sanctioned events are sponsored by over 50 Fortune 500 companies, the most of any professional sport. The increase in corporate interest in the sport has been significantly driven by the attractive advertising demographics of stock car and other motorsports racing fans. Of the current NASCAR fan pool, 58% are between the ages of 18 and 44, 42% earn over $50,000 annually, and 40% are female.

Competitive Strengths

Premier Speedway Facilities.We own six premier speedway facilities, which are geographically located throughout the United States. Our facilities are the leading motorsports facilities in the local and regional markets of Atlanta, Bristol, Tennessee, Charlotte, Dallas/Fort Worth, Las Vegas, and Sonoma, California (34 miles from downtown San Francisco).

Since the beginning of 1998, we have spent in excess of $430 million in capital expenditures, predominantly to expand and improve our facilities. Our speedways are recognized by fans and industry experts as some of the best raceways in the industry. Highlights include:

• Atlanta Motor Speedway—best at keeping its facilities modern and updated according to an informal poll by a motorsports magazine (the “AthlonSports.com Poll”) of media members, racing public relations personnel, speedway garage workers and some NASCAR employees. In addition, the spring Winston Cup race at AMS has ranked among the top five in television ratings for the 36-race Winston Cup Series in each of the past three years.

• Bristol Motor Speedway—the most popular facility on the Winston Cup circuit among race fans for many years. In March 2003, we completed construction of 43,000 new permanent grandstand seats for a net increase of 10,000 seats and 52 new luxury suites.

• Infineon Raceway—record attendance in 2002, after a modernization program which added 11,000 new permanent grandstand seats, 17,000 new hillside terrace seats, and 16 new luxury suites. The modernization program has resulted in one of the best road course views, offering visibility of nearly 80% of the road course from virtually every seat.

• Las Vegas Motor Speedway—Las Vegas’ largest sports facility, also had record attendance in 2002. The 2002 LVMS spring Winston Cup race was the third highest television rated Winston Cup race. The spring Busch series race held at LVMS also achieved record television viewership.

• Lowe’s Motor Speedway—best all-around speedway in the Winston Cup racing circuit out of 21 speedways in the AthlonSports.com Poll. LMS received highest marks for how its events are promoted, for the “big event” feel surrounding its races, pre- and post-race entertainment, and food and souvenirs.

• Texas Motor Speedway—“The Great American Speedway’s” Winston Cup race has ranked among the top three in television ratings for the Winston Cup Series in two of the past three years.

High Barriers to Entry.Entry into the motorsports industry requires management expertise, significant capital expenditures, principally through construction and modernization of speedway facilities, and relationships and agreements with NASCAR, other sanctioning bodies, sponsors and broadcasters. In addition, we enjoy economies of scale because of our ownership of six motorsports facilities, which allows us to leverage our marketing capabilities and our relationships with sponsors and sanctioning bodies.

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Increasing Source of Contracted Revenue.We believe attractive demographics surrounding motorsports, and our premier markets and facilities, are increasing the number of longer-term sponsorship partners and commitments we obtain. We received approximately $78 million under our NASCAR television broadcasting arrangement for domestic broadcasting rights in 2002, constituting 20.7% of our total revenues. Based on the current NASCAR race schedule, the arrangement provides for approximately $90 million in revenues to us in 2003, with revenue increasing an average of 16.0% each year from 2002 through 2006. In addition, we have two ten-year facility naming rights agreements for our IR and LMS facilities, and a new sponsorship agreement with Coca-Cola for ten years (including renewal periods) for the annual LMS May Winston Cup event beginning in 2003.

Proven Record of Revenue Growth.We have grown revenues organically each year since 1999, the first full year after our most recent speedway acquisition in 1998. Since 1999, revenues have grown 18.9% from $316.3 million in 1999 to $376.0 million in 2002. We have had yearly consecutive revenue growth despite challenging economic conditions in 2001 and 2002.

Strong Management Team.Our management team in general, and O. Bruton Smith, Chairman and Chief Executive Officer, H.A. Wheeler, Chief Operating Officer and President, and William R. Brooks, Chief Financial Officer, Vice President and Treasurer, in particular, have extensive experience representing every facet of promoting major motorsports events. Messrs. Smith and Wheeler have been with us or our predecessor for 28 years, and Mr. Brooks for 20 years. Our management team has a proven track record of strong financial performance, effective integration of acquisitions, success in developing sponsorship opportunities and improving operating margins.

Business Strategy

We believe that we can achieve our business objectives of growing revenues and profitability by increasing attendance, broadcasting, sponsorship and other revenues at existing facilities, and by expanding our promotional and marketing expertise to take advantage of opportunities in attractive existing and new markets. In particular, we are concentrating on further developing long-term contracted revenue streams, which are less susceptible to weather and economic conditions. We intend to continue implementing our business strategy through the following means:

Expansion and Improvement of Existing Facilities.We believe that long-term spectator demand for our largest events exceeds existing permanent seating capacity. We plan to continue modernizing and making other significant improvements at our speedways. In 2004, we will complete our multi-year major renovation of IR, including modernization into a “stadium-style” road course by adding approximately 47,000 new permanent seats and 27 luxury suites. Also in 2003, we substantially completed construction of approximately 10,000 new permanent seats and 52 luxury suites at BMS and began construction at LVMS of approximately 15,000 new permanent seats, which is expected to be completed in 2004. We believe the expansion and improvements of our facilities will generate additional admissions and event related revenues.

Maximization of Media Exposure and Enhancement of Broadcast and Sponsorship Revenues.We believe that increased media exposure will positively impact our sponsorship and admissions revenues. We intend to increase media exposure of our current NASCAR, IRL and NHRA events through continued promotion of such events and refinements of event scheduling. In addition, we intend to add television coverage to speedway events not currently televised, and to seek further increases in broadcast and sponsorship revenues, including securing naming rights agreements for several of our other facilities. We broadcast all of our Winston Cup Series and Busch Series racing events, as well as other events at each of our speedways over our proprietary radio Performance Racing Network (“PRN”), which is syndicated nationwide to more than 725 radio stations. We plan to carry additional event programming over PRN and Racing Country USA, our national syndicated country music and NASCAR-themed radio show, in 2003.

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Further Development of SMI Properties and 600 Racing Businesses.Our SMI Properties subsidiary (formerly known as Finish Line Events) (“SMIP”) is enhancing souvenir and merchandise sales through new marketing arrangements, including sales at non-SMI facilities. Through our 600 Racing subsidiary, we manufacture and sell cars and parts used in the Legends Circuit racing events as well as other lines of race cars (collectively, “Legends Cars”). Our INEX Corp. subsidiary is the official sanctioning body for Legends Circuit events.

Increased Daily Usage of Existing Facilities.We constantly seek revenue-producing uses for our speedway facilities on days not committed to racing events. Such other uses include car and truck shows, auto fairs, driving schools, free-style motocross and monster truck events, vehicle testing, settings for television commercials, concerts, holiday season festivities, print advertisements and motion pictures. In 2002, we had approximately 1,400 event days outside of our top tier NASCAR, IRL, WOO and NHRA racing events.

Acquisition and Development of Additional Motorsports Facilities.We also consider growth by acquisition and development of motorsports facilities as appropriate opportunities arise. We continuously seek to locate, acquire, develop and operate venues which we feel are underdeveloped or underutilized and to capitalize on markets where the pricing of sponsorships and television rights are lucrative.

The Refinancing

Concurrent with the May 16, 2003 issuance of $230.0 million in aggregate principal amount of our unregistered Original Notes, we refinanced our $250.0 million revolving bank credit facility (the “1999 Credit Facility”), which was scheduled to mature in May 2004 and had $90.0 million in outstanding indebtedness. The proceeds of the sale of Original Notes, together with borrowings under our new credit facility (the “2003 Credit Facility”) and cash on hand, were used to (1) redeem in full our 8 ¹/2% Senior Subordinated Notes due 2007 (the “8 ¹/2% Notes”), including the payment of redemption premium and accrued interest, which redemption occurred on June 15, 2003, (2) repay borrowings under the 1999 Credit Facility, and (3) pay related fees and expenses. The refinancing of the 1999 Credit Facility and the 8 ¹/2% Notes extended our senior and subordinated debt maturities and we believe the refinancings provide additional financial and operating flexibility.

2003 Credit Facility.    The 2003 Credit Facility consists of a $250 million revolving facility (the “Revolving Facility”) and a $50 million term loan (the “Term Loan”), each having final maturities in 2008. For further discussion of our bank credit arrangements, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources,” and “Description of Certain Indebtedness.”

Corporate Information

SMI was incorporated in December 1994 as a Delaware corporation and our common stock is traded on the New York Stock Exchange under the symbol “TRK.” Our principal executive offices are located at 5555 Concord Parkway South, Concord, North Carolina 28027. Our preferred mailing address is Post Office Box 600, Concord, North Carolina 28026-0600, and our telephone number is (704) 455-3239.

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The Exchange Offer:

The following is a brief summary of the principal terms of this Offering. For a more complete description of the terms of the Exchange Offer, see “The Exchange Offer” in this prospectus.

Exchange Offer	We are offering to exchange $1,000 in principal amount of New Notes that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), for each $1,000 principal amount of Original Notes. As of the date hereof, $230.0 million aggregate principal amount of Original Notes is outstanding.
	For procedures for tendering, see “The Exchange Offer—Procedures for Tendering Original Notes.”
Resale without further registration	Based on interpretation by the staff of the Commission, set forth in no-action letters issued to third parties unrelated to us in other transactions, we believe that you may resell or otherwise transfer the New Notes received in the exchange offer without complying with the registration and prospectus delivery provisions of the Securities Act so long as you are not a broker-dealer and you meet the following conditions:
	•	you are not our “affiliate” within the meaning of Rule 405 under the Securities Act;
	•	you acquire the New Notes issued in the exchange offer in the ordinary course of your business; and
	•	you have no arrangements or understanding with any person to participate in the distribution of the New Notes.
	By signing the letter of transmittal and tendering your Original Notes, you will be making representations to this effect. However, the Commission has not considered this exchange offer in the context of a no-action letter, and we cannot be sure that the staff of the Commission would make a similar determination with respect to this exchange offer as in such other circumstances. You may incur liability under the Securities Act if:
	•	any of the representations listed above are not true; and
	•	you transfer any New Note issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or an exemption from the registration requirements under the Securities Act.
	We do not assume or indemnify you against liability under these circumstances, which means that we will not protect you against any loss incurred as a result of this liability under the Securities Act.
Restrictions on resale by broker-dealers	Each broker-dealer that has received New Notes for its own account in exchange for Original Notes that were acquired as a result of market-making or other trading activities must acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the New Notes. A broker-dealer may use this prospectus in connection with any resale for a period of 365 days from the date this Registration Statement is declared effective or for such shorter period ending when a broker-dealer is no longer required to deliver a prospectus.

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Expiration date	The exchange offer will expire at 5:00 p.m., New York City time, on September 29, 2003, unless we extend it.
Withdrawal rights	You may withdraw your tender of Original Notes at any time before the exchange offer expires.
Interest on the New Notes and the Original Notes	Interest on the New Notes will accrue from the date of issuance of the Original Notes for which the New Notes are exchanged or from the date of the last periodic payment of interest on the Original Notes, whichever is later. Interest on the New Notes will be at the same rate and upon the same terms as interest on the Original Notes. No additional interest will be paid on Original Notes tendered and accepted for exchange.
Conditions to the Exchange Offer	This exchange offer is subject to certain customary conditions, certain of which may be waived by us. See “The Exchange Offer—Conditions to the Exchange Offer.”
Exchange agent	U.S. Bank National Association is serving as the exchange agent in connection with the exchange offer.
Federal income tax consequences	The exchange of Original Notes for New Notes will not result in any income, gain or loss to you for U.S. federal income tax purposes.
Consequences of failure to exchange	If you are eligible to participate in this exchange offer and you do not tender your Original Notes, you will not have further exchange or registration rights and you will continue to hold your Original Notes subject to restrictions on transfer. Upon consummation of this exchange offer, we will have no further obligation to provide for the registration under the Securities Act of the Original Notes.
Use of Proceeds	We will not receive any cash from the exchange of the Original Notes pursuant to this exchange offer.

The New Notes

The summary below describes the principal terms of the New Notes. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of New Notes” section of this prospectus contains a more detailed description of the terms of the New Notes.

Issuer	Speedway Motorsports, Inc.
Securities	$230.0 million in aggregate principal amount of 6¾% Senior Subordinated Notes due 2013.
	The terms of the New Notes are the same as the terms of the Original Notes, except that the New Notes will be registered under the Securities Act and will not contain any restrictive legends.
Maturity	June 1, 2013.
Interest	Semi-annually in cash in arrears on June 1 and December 1, commencing on December 1, 2003.

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Guarantees	The New Notes will be unconditionally guaranteed, jointly and severally, by each of our operative subsidiaries, except for Oil Chem Research Corporation (“Oil Chem”). However, the guarantees will rank behind all of the senior debt of those subsidiaries.
Ranking	The New Notes and the guarantees will be unsecured senior subordinated debt. Accordingly, they will rank:
	•	behind all of our existing and future senior debt, whether or not secured;
	•	equally with all of our and the guarantors’ existing and future unsecured senior subordinated debt that does not expressly provide that it is subordinated to the New Notes or the Original Notes; and
	•	ahead of any of our and the guarantors’ future debt that expressly provides that it is subordinated to the New Notes or the Original Notes.
	At June 30, 2003, the New Notes would have been subordinated to approximately $130.2 million of our and our guarantor subsidiaries’ debt and we would have had no other senior subordinated or subordinated debt. In addition, our non-guarantor subsidiary would have had no debt (other than intercompany liabilities and trade payables) to which the New Notes would have been structurally subordinated.
Optional Redemption	On or after June 1, 2008, we may redeem some or all of the New Notes at any time at the redemption prices described in “Description of New Notes—Optional Redemption,” plus any interest and liquidated damages that is due and unpaid on the date we redeem the New Notes.
	On or before June 1, 2006, we may redeem up to 35% of the New Notes with the proceeds from certain equity offerings at the redemption price listed under “Description of Notes—Optional Redemption.”
Mandatory Redemption	None.
Repurchase at Option of Holders	If we experience certain types of change of control, we must offer to repurchase the New Notes at 101% of the aggregate principal amount of the New Notes repurchased plus accrued and unpaid interest.
Basic Covenants of Indenture	The indenture governing the Notes, among other things, restricts our and our subsidiaries’ ability to:
	•	incur additional debt;
	•	pay dividends and make distributions;
	•	incur liens;
	•	make specified types of investments;
	•	apply net proceeds from certain asset sales;
	•	engage in transactions with our affiliates;
	•	merge or consolidate;
	•	restrict dividends or other payments from subsidiaries;

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	• sell equity interests of subsidiaries; and
	• sell, assign, transfer, lease, convey or dispose of assets.
	These covenants are subject to a number of important exceptions, limitations and qualifications that are described under “Description of New Notes—Certain Covenants.”
Absence of Market for the New Notes	The New Notes are a new issue of securities with no established trading market. We currently have no intention to apply to list the New Notes on any securities exchange or quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the New Notes.

You should refer to the section entitled “Risk Factors” for an explanation of certain risks of investing in the New Notes.

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Summary Historical Financial Data

We derived the following historical financial information from our audited consolidated financial statements for the years ended December 31, 2000, 2001 and 2002 and our unaudited consolidated financial statements for the six months ended June 30, 2002 and 2003.

You should read the following summary together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the December 31, 2002 and June 30, 2003 Consolidated Financial Statements and the accompanying notes incorporated by reference into this prospectus.

	Year Ended December 31,									Six Months Ended June 30,
	2000			2001			2002			2002			2003
	(in thousands, except for selected data)
Income Statement Data:
Revenues:
Admissions	$	142,160		$	136,362		$	141,315		$	94,998		$	97,527
Event related revenue		134,337			133,289			122,172	(1)		74,212			77,683
NASCAR broadcasting revenue		29,297			67,488			77,936			54,786			63,628
Other operating revenue		47,447			38,111			34,537	(1)		20,513			17,063
Total Revenues		353,241			375,250			375,960	(1)		244,509			255,901
Expenses and Other:
Direct expense of events		79,048			76,579			69,297	(1)		42,582			44,262
NASCAR purse and sanction fees		38,181			54,479			61,217			41,975			47,760
Other direct operating expense		43,678			35,787			31,032	(1)		16,746			14,736
General and administrative		52,001			59,331			57,235	(1)		30,277			31,250
Depreciation and amortization		30,584			32,747			31,720			15,807			16,926
Interest expense, net(2)		27,073			24,316			21,199			10,792			11,578
Loss on early debt redemption and refinancing(3)		—			—			1,237			1,237			12,800
FTC refund claims settlement(4)		—			—			—			—			1,141
Cancelled CART race settlement, net(5)		—			(1,361	)		—			—			—
Concession contract rights resolution(6)		3,185			—			—			—			—
Other expense (income), net		(1,956	)		(2,907	)		2,239			(277	)		253
Total Expenses and Other		271,794			278,971			275,176	(1)		159,139			180,706
Income from continuing operations before income taxes and cumulative effect of accounting changes		81,447			96,279			100,784			85,370			75,195
Provision for income taxes		31,970			37,870			39,609			33,550			29,564
Income from continuing operations before cumulative effect of accounting changes		49,477			58,409			61,175			51,820			45,631
Loss from operations and disposal of discontinued business(7)		(1,345	)		(817	)		(686	)		(686	)		—
Income before cumulative effect of accounting changes		48,132			57,592			60,489			51,134			45,631
Cumulative effect of accounting changes(8)(9)		(1,257	)		—			(4,273	)		(4,273	)		—
Net income	$	46,875		$	57,592		$	56,216		$	46,861		$	45,631
Basic Earnings Per Share:
Continuing operations before accounting changes	$	1.19		$	1.40		$	1.44		$	1.23		$	1.08
Discontinued operations(7)		(0.03	)		(0.02	)		(0.01	)		(0.01	)		—
Accounting changes(8)(9)		(0.03	)		—			(0.10	)		(0.10	)		—
Basic earnings per share	$	1.13		$	1.38		$	1.33		$	1.12		$	1.08
Weighted average shares outstanding		41,663			41,753			42,114			42,000			42,369
Diluted Earnings Per Share:
Continuing operations before accounting changes	$	1.16		$	1.36		$	1.43		$	1.19		$	1.07
Discontinued operations(7)		(0.03	)		(0.02	)		(0.01	)		(0.01	)		—
Accounting changes(8)(9)		(0.03	)		—			(0.10	)		(0.10	)		—
Diluted earnings per share	$	1.10		$	1.34		$	1.32		$	1.08		$	1.07
Weighted average shares outstanding		44,715			44,367			43,001			43,725			42,643
Pro Forma Amounts Assuming Retroactive Application Of Accounting Changes(8)(9):
Net income	$	49,182		$	58,644		$	60,489		$	51,134		$	45,631
Basic earning per share	$	1.18		$	1.40		$	1.43		$	1.22		$	1.08
Diluted earnings per share	$	1.15		$	1.36		$	1.42		$	1.18		$	1.07

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	Year Ended December 31,									Six Months Ended June 30,
	2000			2001			2002			2002			2003
	(in thousands, except for selected data)
Other Data:
EBITDA(10)	$	139,104		$	153,342		$	153,703		$	111,969		$	103,699
EBITDA Margin(10)(11)		39.4	%		40.9	%		40.9	%		45.8	%		40.5	%
Net cash provided by operating activities	$	75,622		$	119,044		$	136,641		$	72,786		$	61,343
Capital expenditures		85,538			55,848			67,044			37,393			37,782
Ratio of EBITDA to interest charges(10)(12)		4.4	x		5.4	x		6.5	x		9.4	x		8.3	x
Selected Data:
SMI major NASCAR-sanctioned events		17			17			17			11			11
Total attendance at all SMI events		3,575,000			3,455,000			3,535,000			2,205,000			2,154,000
Balance Sheet Data:
Cash and cash equivalents	$	30,737		$	93,980		$	112,638		$	85,792		$	142,314
Total assets		991,957			1,063,578			1,105,740			1,083,204			1,165,985
Long-term debt, including current maturities:
Revolving credit facility		90,000			90,000			90,000			90,000			80,000
Term loan		—			—			—			—			50,000
Senior subordinated notes		252,788			252,367			251,946			252,156			230,000
Convertible subordinated debentures(3)		66,000			53,694			—			—			—
Capital lease obligations and other debt(13)		1,309			1,252			279			344			166
Total debt		410,097			397,313			342,225			342,500			360,166
Stockholders’ Equity		379,341			438,889			491,172			491,912			539,844

(1) In February 2002, we entered into an agreement with the Levy Premium Foodservice Limited Partnership and Compass Group USA (the “Levy Group”). As part of this agreement, the Levy Group has exclusive rights to provide on-site food, beverage, and hospitality catering services formerly provided by us. Beginning in 2002, our operating profits from activities provided by the Levy Group are reported as net event related revenue and net other operating revenue. For periods before 2002, revenues and expenses associated with those services previously provided by us were included in event related revenue, other operating revenue, direct expense of events, other direct operating expense, and general and administrative expense. The Levy Group has reported to us that their revenues generated as a result of our agreement with them, net of commissions to us, were approximately $21 million for the year ended December 31, 2002.

(2) Includes interest expense of $1.5 million, net of interest income earned on associated invested proceeds of $180,000, hereafter referred to as “interim interest on debt redeemed, net”, incurred on the 8 ¹/2% Notes between May 16, 2003, issuance date of the Original Notes, and June 15, 2003, redemption date of the 8 ¹/2% Notes. See Note 4 to the June 30, 2003 Consolidated Financial Statements for additional information.

(3) Loss on early debt redemption of $1.2 million for the year ended December 31, 2002 and six months ended June 30, 2002 represents a charge associated with redemption of all outstanding Convertible Subordinated Debentures totaling approximately $53.7 million in April 2002. The second quarter 2002 charge consists of a redemption premium, associated unamortized net deferred financing costs, and transaction costs. See Note 5 to the December 31, 2002 Consolidated Financial Statements. Loss on early debt redemption and refinancing of $12.8 million for the six months ended June 30, 2003 represents a charge associated with replacement of the 1999 Credit Facility and issuance of the Original Notes in May 2003, and redemption of the 8 ¹/2% Notes in June 2003. The second quarter 2003 charge consists of net redemption premium, associated unamortized net deferred loan costs, unamortized original issuance premium and gain recognition of a previously deferred cash flow hedge interest rate swap termination and settlement payment and transaction costs, all associated with the former debt arrangements. See Note 4 to the June 30, 2003 Consolidated Financial Statements for additional information.

(4) FTC refund claims settlement represents a second quarter 2003 charge to earnings for refund claims to be paid under a litigation settlement reached between the Federal Trade Commission (“FTC”) and SMI and Oil-Chem and associated costs of refund processing. As part of the settlement, we are offering a pro rata purchase price refund to certain customers who purchased zMax Power System before January 31, 2001,

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not to exceed $1.0 million in the aggregate. Based on customer refund requests received to date, we believe such requests will likely exceed the maximum settlement payment. As such, we expect to refund payments aggregating $1.0 million. See Note 7 to the June 30, 2003 Consolidated Financial Statements for additional information.

(5) A CART racing event originally scheduled at TMS in April 2001 was not conducted as a result of a decision made by CART’s sanctioning body. In October 2001, our legal action against CART claiming negligence and breach of contract was settled for approximately $5.0 million, representing our recovery of associated sanction fees, race purse, various expenses, lost revenues and other damages. The CART settlement is reflected net of associated race event costs of approximately $3.6 million. See Note 2 to the December 31, 2002 Consolidated Financial Statements.

(6) Concession contract rights resolution represents costs incurred to reacquire the contract rights to provide event food, beverage and souvenir merchandising services at IR from a previous provider whose original contract term was to expire in 2004, including legal and other transaction costs. We anticipate the present value of estimated net future benefits under the contract rights as of the resolution date exceeds the resolution’s costs. See Note 2 to the December 31, 2002 Consolidated Financial Statements.

(7) Loss from operations and disposal of discontinued business represents the accounting for the discontinued operations and disposal of SoldUSA, Inc. in April 2002. See Note 1 to the December 31, 2002 and June 30, 2003 Consolidated Financial Statements.

(8) We changed our revenue recognition policies for Speedway Club membership fees in 2000 under the Commission’s Staff Accounting Bulletin (“SAB”) No. 101, “Revenue Recognition in Financial Statements.” Net revenues from membership fees previously were recognized as income when billed and associated expenses were incurred. Under the change, net membership revenues are deferred when billed and amortized into income over ten years. The cumulative effect of the accounting change as of January 1, 2000 reduced fiscal 2000 net income by approximately $1.3 million after income taxes, and basic and diluted earnings per share by $0.03. The pro forma amounts reflected above have been adjusted for the effect of retroactive application of the accounting change on net membership fee revenues, and related income taxes, had the new method been in effect for the periods presented. See Note 2 to the December 31, 2002 Consolidated Financial Statements.

(9) We adopted Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets,” as of January 1, 2002, under which we ceased amortizing goodwill and other intangible assets and assessed initial impairment of goodwill under transitional rules as of January 1, 2002. As such, amortization expense of approximately $1.7 million on goodwill and other intangible assets recorded as of December 31, 2001 was not reflected in the year ended December 31, 2002. No such amortization expense was reflected in the six months ended June 30, 2002 or 2003. The cumulative effect of the accounting change for goodwill impairment associated with certain non-motorsports related reporting units reduced net income for fiscal year 2002 and the six months ended June 30, 2002 approximately $4.3 million, net of income taxes of $297,000, and basic and diluted earnings per share by $0.10. The pro forma amounts reflected above have been adjusted for the effect of retroactive application for ceasing goodwill and other intangible assets amortization, and related income taxes, had the new method been in effect for all periods presented. See Note 2 to the December 31, 2002 and June 30, 2003 Consolidated Financial Statements.

(10) EBITDA represents income from continuing operations before net interest expense, income taxes, depreciation and amortization, and cumulative effect of accounting changes. We have presented EBITDA, a non-GAAP measure of liquidity, because our management believes that it is a widely accepted financial indicator of a company’s ability to service indebtedness, and is used by investors and analysts to evaluate companies in our industry. We believe certain investors use EBITDA as one measure of our ability to satisfy debt obligations and fund our other commitments, including capital expenditures. EBITDA is used for internal analysis as a measure for applicable covenants under the 2003 Credit Facility and the indenture governing the Notes. However, EBITDA is not presented to represent cash flow from operations as defined

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by GAAP. Also, EBITDA should not be used as an indicator of our operating performance. EBITDA as calculated by us may not be necessarily comparable to similarly-titled measures reported by other companies.

The following table shows the calculation of EBITDA and reconciles EBITDA to its closest GAAP measurement, net cash provided by operating activities, for the periods presented in the table below:

	Year Ended December 31,										Six Months Ended June 30,
	2000			2001			2002				2002			2003
	(in thousands)
Income from continuing operations before income taxes and cumulative effect of accounting changes	$	81,447		$	96,279		$	100,784		��	$	85,370		$	75,195
Interest expense, net		27,073			24,316			21,199				10,792			11,578
Depreciation and amortization		30,584			32,747			31,720				15,807			16,926
EBITDA		139,104			153,342			153,703				111,969			103,699
Interest expense, net		(27,073	)		(24,316	)		(21,199	)			(10,792	)		(11,578	)
Provision for income taxes		(31,970	)		(37,870	)		(39,609	)			(33,550	)		(29,564	)
Loss on disposal of equipment		—			—			—				266			180
Loss on early debt redemption and refinancing		—			—			1,237				1,237			12,800
Amortization of deferred income		(1,179	)		(1,196	)		(2,193	)			(1,345)			(1,162	)
Increase in deferred income taxes		22,426			27,732			20,526				—			—
Change in working capital		(26,412	)		3,162			22,054				2,940			(13,140)
Change in other non-current assets and liabilities		726			(1,810	)		2,122				2,061			108
Net cash provided by operating activities	$	75,622		$	119,044		$	136,641			$	72,786		$	61,343

As presented, our EBITDA includes the impact of a number of unusual items that management does not consider indicative of our ongoing financial performance. For a discussion of these items, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” A summary of these unusual items is as follows:

	Year Ended December 31,							Six Months Ended June 30,
	2000		2001			2002		2002		2003
	(in thousands)
Unusual Items:
Concession contract rights resolution	$	3,185		—			—		—		—
Cancelled CART race settlement		—	$	(1,361	)		—		—		—
Loss on early debt redemption and refinancing		—		—		$	1,237	$	1,237	$	12,800
Interim interest expense on debt redeemed, net (see note (2) above)		—		—			—		—		1,486
FTC refund claims settlement		—		—			—		—		1,141

(11) EBITDA margin is calculated as EBITDA, as defined above, divided by total revenues.

(12) The ratio of EBITDA to interest charges does not include any income earned from the proceeds of the offering of the Original Notes before the use of offering proceeds to redeem the 8 ¹/2% Notes.

(13) Other debt includes principally notes payable outstanding associated with SoldUSA, Inc. of $1,000,000 and $1,100,000 at December 31, 2000 and 2001, respectively.

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Ratio Of Earnings To Fixed Charges

The following table shows our ratios of earnings to fixed charges for the periods indicated. This information should be read in conjunction with the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the December 31, 2002 and June 30, 2003 Consolidated Financial Statements and the accompanying notes incorporated by reference in this prospectus.

	For the Year Ended December 31,										For the Six Months Ended June 30,
	1998		1999		2000		2001		2002		2002		2003
Ratio of earnings to fixed charges	4.5	x	2.9	x	3.3	x	4.0	x	4.8	x	7.2	x	6.5	x

The ratio of earnings to fixed charges is computed by dividing fixed charges into income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest, whether expensed or capitalized, amortization of financing costs and the estimated interest component of rent expense.

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RISK FACTORS

An investment in the New Notes represents a high degree of risk. There are a number of factors, including those specified below, which may adversely affect our ability to make payments on the New Notes. You could therefore lose a substantial portion or all of your investment in the New Notes. Consequently, an investment in the New Notes should only be considered by persons who can assume such a risk. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the New Notes and our company.

Risks Related to the Offering:

Our substantial indebtedness could adversely affect the financial health of our company and prevent us from fulfilling our obligations under the New Notes.

We have a significant amount of indebtedness. The following chart shows certain important credit statistics:

	Pro Forma for the Sale of Original Notes, Borrowings under the 2003 Credit Facility and Redemption of 8½% Notes	Actual
	(in thousands except ratios)
	(Unaudited)
	At December 31, 2002	At June 30, 2003
Total indebtedness	$360,279	$360,166
Stockholders’ equity	$483,104	$539,844
Debt to equity ratio	0.7x	0.7x

	Pro Forma for the Sale of Original Notes, Borrowings under the 2003 Credit Facility and Redemption of 8½% Notes
	(in thousands except ratios)
	(Unaudited)
	For the Year Ended December 31, 2002	For the Six Months Ended June 30, 2003
Ratio of earnings to fixed charges	5.7x	8.1x

Our substantial indebtedness could have important consequences to you. For example, it could:

• make it more difficult for us to satisfy our obligations with respect to the New Notes;

• increase our vulnerability to general adverse economic and industry conditions or a downturn in our business;

• limit our ability to fund future working capital, capital expenditures costs, acquisitions, debt service and other general corporate requirements;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general corporate purposes;

• limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

• subject us to the risks that interest rates and our interest expense will increase;

• place us at a competitive disadvantage compared to our competitors that have less debt; and

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• require us to comply with the financial and other restrictive covenants in our indebtedness, including, among other things, limits or restrictions on our ability to borrow additional funds, make acquisitions, create liens on our properties and make investments. Failing to comply with those covenants could result in an event of default which, if not cured or waived, could have a material adverse effect on us.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. In addition, we and our subsidiaries may be able to secure this additional debt with our assets and the assets of our subsidiaries. This could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture do not fully prohibit us or our subsidiaries from doing so. Our new Term Loan has an outstanding principal balance of $50.0 million, and our new Revolving Facility permits additional borrowing of up to $250.0 million. All of these borrowings are senior to the New Notes and the subsidiary guarantees. In addition, those borrowings are secured by all the capital stock of the subsidiary guarantors. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify. See “Description of Certain Indebtedness—2003 Credit Facility.”

The New Notes will be junior to our senior indebtedness, the guarantees will be junior to guarantor senior indebtedness and the New Notes will be subordinated to our secured debt as to the assets securing such debt.

The New Notes will be unsecured senior subordinated obligations and will be junior to all of our existing and future senior indebtedness, including indebtedness under our existing credit agreement and the 2003 Credit Facility. As of June 30, 2003, we have outstanding approximately $130.2 million of senior indebtedness ranking senior to the New Notes and no senior subordinated indebtedness ranking equal with the New Notes.

All of our operative subsidiaries except for Oil-Chem will guarantee the New Notes. These guarantees will be unsecured senior subordinated obligations and will be junior to all existing and future senior indebtedness of the guarantors. As of June 30, 2003, the guarantors have outstanding $166,000 of senior indebtedness (not including subsidiary guarantees of indebtedness under our 2003 Credit Facility) ranking senior to the senior subordinated guarantees.

We may also incur significant additional senior indebtedness under the terms of our 2003 Credit Facility. We currently have a maximum of $170.0 million available under our 2003 Credit Facility, which, if borrowed, would be senior indebtedness. If we become bankrupt, liquidate or dissolve, our assets would be available to pay obligations on the New Notes only after our senior indebtedness has been paid. Similarly, if one of our guarantor subsidiaries becomes bankrupt, liquidates or dissolves, the subsidiary’s assets would be available to pay obligations on its guarantee only after payments have been made on its senior indebtedness.

If we fail to pay any of our senior indebtedness, we may make payments on the New Notes only if either we first pay our senior indebtedness or the holders of our senior indebtedness waive the payment default. Moreover, if any non-payment default exists under our senior indebtedness, we may not make any cash payments on the New Notes for a period of up to 179 days in any 360-day period, unless we cure the non-payment default, the holders of the senior indebtedness waive the default or rescind acceleration of the indebtedness or we repay the indebtedness in full. In the event of a non-payment default, we may not have sufficient assets to pay amounts due on the New Notes.

In the event of a bankruptcy, liquidation, reorganization or similar proceeding relating to us, holders of the New Notes will participate ratably with all of our general unsecured creditors. However, because the indenture requires that, until all of our senior indebtedness is repaid, amounts otherwise payable to holders of the New Notes in a bankruptcy or similar proceeding be paid to holders of senior indebtedness instead, holders of the New

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Notes may receive less ratably than our other general unsecured creditors in any such proceeding. In any of these cases, we may not have sufficient funds to pay all of our creditors, including the holders of the New Notes.

In addition to being subordinated to all of our senior indebtedness, the New Notes will not be secured by any of our assets. However, our 2003 Credit Facility is secured by a pledge of the capital stock of substantially all of our subsidiaries. Additionally, the terms of the indenture permit us to incur additional secured indebtedness in the future. The payment of principal, premium and interest on the New Notes will be effectively subordinated in right of payment to all of our secured indebtedness as to such pledged assets, and the payment under the guarantees will effectively be subordinated in right of payment to all secured indebtedness as to such pledged assets of the guarantors.

If we become insolvent or are liquidated, or if payment under any of the instruments governing our secured indebtedness is accelerated, the lenders under these instruments will be entitled to exercise the remedies available to a secured lender under applicable law and pursuant to instruments governing such indebtedness. Accordingly, such lenders will have a prior claim on such pledged assets. In that event, because the New Notes will not be secured by any of our assets, it is possible that there will be no assets remaining from which claims of holders of the New Notes can be satisfied or, if any assets remain, the remaining assets might be insufficient to satisfy those claims in full.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including the New Notes, to fund anticipated cash dividends on our common stock, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We are a holding company and as a result rely on the receipt of payments from our subsidiaries in order to meet our cash needs and service our indebtedness, including the New Notes.

We are a holding company and our principal assets consist of the shares of capital stock or other equity instruments of our subsidiaries. As a holding company without independent means of generating operating revenues, we depend on dividends, distributions and other payments from our subsidiaries to fund our obligations and meet our cash needs. We cannot assure you that the operating results of our subsidiaries at any given time will be sufficient to make distributions to us in order to allow us to make payments on the New Notes.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding New Notes. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of New Notes or that restrictions in our 2003 Credit Facility will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture. See “Description of New Notes—Repurchase at the Option of Holders.”

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee:

• received less than reasonably equivalent value or fair consideration for the occurrence of such guarantee; and

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• was insolvent or rendered insolvent by reason of such occurrence; or

• was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

• intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

• the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets; or

• the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

• it could not pay its debts as they become due.

On the basis of historical financial information, recent operating history and other factors, we believe that each guarantor, after giving effect to its guarantee of these New Notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We can give you no assurance, however, as to what standard a court would apply in making such determinations or that a court would agree with our conclusions in this regard.

Restrictions imposed by terms of our indebtedness could limit our ability to respond to changing business and economic conditions and to secure additional financing.

The indenture restricts, among other things, our and our subsidiaries’ ability to do any of the following:

• incur additional debt;

• pay dividends or make distributions;

• incur liens;

• make specified types of investments;

• apply net proceeds from certain asset sales;

• engage in transactions with affiliates;

• merge or consolidate;

• restrict dividends or other payments from subsidiaries;

• sell equity interests of subsidiaries;

• sell, assign, transfer, lease, convey or otherwise dispose of assets; and

• incur indebtedness that is subordinate in right of payment to any senior indebtedness and senior in right of payment to the New Notes.

The 2003 Credit Facility contains more extensive and restrictive covenants and restrictions than the indenture. In addition to covenants of the type described above, the 2003 Credit Facility requires us to maintain

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specified financial ratios and satisfy certain financial condition tests, as well as limit our ability to make acquisitions, pay capital expenditures and make investments. Our ability to meet those covenants, financial ratios and tests can be affected by events beyond our control, and there can be no assurance that we will meet those tests. A breach of any of these covenants would result in a default under the 2003 Credit Facility. If there were an event of default under the 2003 Credit Facility, the lenders could elect to declare all amounts outstanding, including accrued interest or other obligations, to be immediately due and payable. If we were unable to repay these amounts, such lenders could proceed against the collateral, if any, granted to them to secure that indebtedness. If any senior indebtedness were to be accelerated, we cannot assure that our assets would be sufficient to repay in full the senior indebtedness and our other indebtedness, including the New Notes.

As a result of these covenants, our ability to respond to changing business and economic conditions and to secure additional financing, if needed, may be significantly restricted. We may be prevented from engaging in transactions that might otherwise be considered beneficial to us. Should we pursue further development and/or acquisition opportunities, the timing, size and success as well as associated potential capital commitments of which are unknown at this time, we may need to raise additional capital through debt and/or equity financings. There can be no assurance that adequate debt and equity financing will be available on satisfactory terms or will be permitted under the covenants of the indenture or the 2003 Credit Facility. Any such failure to obtain further financing could have a negative effect on our business and operations. See “Description of New Notes” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.”

If an active trading market does not develop for the New Notes you may not be able to resell them.

The New Notes will not be listed on any securities exchange. The New Notes are new securities for which there is currently no market. The New Notes may trade at a discount from their initial offering price, depending upon prevailing interest rates, the market for similar securities, our performance and other factors. We have been advised that the initial purchasers of the Original Notes intend to make a market in the New Notes, as well as the Original Notes, as permitted by applicable laws and regulations. However, they are not obligated to do so and their market making activities may be discontinued at any time without notice. In addition, their market making activities may be limited during the exchange offer and the pendency of this registration statement. Therefore, there can be no assurance that an active market for the New Notes will develop. In addition, the liquidity of the trading market in the New Notes, and the market price quoted for the New Notes, may be adversely affected by changes in the overall market for high yield securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. If no active trading market develops, you may not be able to resell your New Notes at their fair market value or at all. See “The Exchange Offer” and “Plan of Distribution.”

There are consequences if you fail to exchange your Original Notes for New Notes.

Original Notes that are not exchanged for New Notes in the exchange offer will remain restricted securities. The Original Notes will continue to be subject to the following restrictions on transfer and limitation of rights:

• the Original Notes may be resold only if registered pursuant to the Securities Act, if an exemption from registration is available under the Securities Act, or if neither such registration nor such exemption is required by law;

• the Original Notes will bear a legend restricting transfer in the absence of registration or an exemption therefrom;

• a holder of Original Notes who wishes to sell or otherwise dispose of all or any part of its Original Notes under an exemption from registration under the Securities Act, if requested by us, must deliver to us an opinion of counsel reasonably satisfactory in form and substance to us, that such exemption is available; and

• the Original Notes may no longer have rights under the registration rights agreement.

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Consequently, the Original Notes will have less liquidity than the New Notes but will bear interest at the same rate as that borne by the New Notes.

The New Notes will be effectively junior to the liabilities of our current and future non-guarantor subsidiaries.

The New Notes also will be effectively junior to all existing and future indebtedness and other liabilities of our subsidiaries that are not guarantors, which initially will include Oil-Chem. At June 30, 2003, Oil-Chem had no debt outstanding and had liabilities, including accrued liabilities and trade payables but excluding intercompany debt, of approximately $2.2 million. If one of our nonguarantor subsidiaries becomes bankrupt, liquidates or dissolves, that non-guarantor subsidiary’s assets would not be available to us or the holders of the New Notes until after payments have been made on all of its liabilities.

Risks Related to Our Business:

Consumer and corporate spending can significantly impact operating results.

Our business depends on discretionary consumer and corporate spending. Many factors related to discretionary consumer spending, including economic conditions affecting disposable consumer income such as employment, interest and tax rates and inflation, can significantly impact our operating results. Many factors related to corporate spending such as general economic and other business conditions, including consumer spending, interest and tax rates, and inflation, as well as various industry conditions, including corporate marketing and promotional spending and interest levels, can also significantly impact our operating results. These factors can affect attendance at our events, suite rentals, sponsorship, advertising and hospitality spending, concession and souvenir sales, as well as the financial results of present and potential sponsors of our facilities and events and of the industry. For instance, in 2001 our admissions and event related revenue experienced declines of 4.1% and 0.8%, respectively, from such revenue for 2000 primarily due to convergence of several negative factors, including challenging economic conditions, public concerns over additional national security incidents and air travel and an early substantial lead in and winning of the Winston Cup Series point race, which impacted corporate customer spending more than individual customer spending. There can be no assurance that consumer and corporate spending will not be adversely impacted by economic conditions, and thereby possibly impacting our operating results and growth.

Bad weather adversely affects the profitability of our motorsports events.

We promote outdoor motorsports events. Weather conditions affect sales of tickets, concessions and souvenirs, among other things, at these events. Although we sell tickets well in advance of our events, poor weather conditions can have a material effect on our results of operations particularly because we promote a finite number of premier events. Due to weather conditions, we may be required to move a race event to the next raceable day, which would increase our costs for the event and could negatively impact our walk-up admissions, if any, and food, beverage and souvenir sales.

Failure to be awarded a NASCAR event or a deterioration in our relationship with NASCAR could adversely affect our profitability.

Our success has been and will remain dependent to a significant extent upon maintaining a good working relationship with the organizations that sanction the races we promote at our facilities, particularly NASCAR, the sanctioning body for Winston Cup, Busch Series and Craftsman Truck Series races. We currently host ten Winston Cup races and seven Busch Series races. In 2002, we derived approximately 79% of our total revenues from events sanctioned by NASCAR. Each NASCAR event is awarded on an annual basis. We believe that NASCAR is obligated to award each year the number of race dates previously awarded to SMI in prior years. NASCAR has stated that it disagrees with our position; however, we believe that our relationship with NASCAR

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is good. Failure to be awarded a NASCAR event, which we were previously awarded, would have a material adverse effect on our financial condition and results of operations.

Our strategy has included growth through the addition of motorsports facilities. We cannot assure you that we will continue to obtain NASCAR racing events at our existing or future facilities. Failure to obtain NASCAR events for any such future additional motorsports facility could materially adversely affect us.

In February 2002, an SMI stockholder filed a suit against NASCAR and International Speedway Corporation (“ISC”) alleging, among other things, that NASCAR and ISC unlawfully refused to award our TMS subsidiary a NASCAR Winston Cup race date. We have not asserted any claim in this matter. We are unable to predict what effect, if any, this lawsuit will have on us or our relationship with NASCAR. If this matter adversely affects our relationship with NASCAR, our financial condition and results of operations may be materially adversely affected.

National or local catastrophes could have a significant adverse impact on our operating results.

The national security incidents of September 11, 2001, and military actions in Iraq in 2003, have raised numerous challenging operating factors including public concerns regarding air travel, military actions, and additional national or local catastrophic incidents. These factors have adversely affected, and may continue to adversely affect, consumer and corporate spending sentiment. Should difficulties, restrictions or public concerns regarding air travel or military-related actions continue or increase, or if additional national or local terrorist, catastrophic or other incidents occur, there can be no assurance that consumer and corporate spending will not be adversely impacted, thereby possibly materially impacting our operating results and growth.

Costs associated with and ability to obtain adequate insurance could adversely affect our profitability and financial condition.

Heightened concerns and challenges regarding property, casualty, liability, business interruption, and other insurance coverage have resulted after the national incidents on September 11, 2001. We have experienced increased difficulty obtaining high policy limits of coverage at reasonable costs, including coverage for acts of terrorism. We have a material investment in property and equipment at each of our six speedway facilities, which are generally located near highly populated cities and which hold motorsports events typically attended by large numbers of fans. At June 30, 2003, we had property and equipment with a net book value of approximately $875.0 million. These operational, geographical and situational factors, among others, have resulted in, and may continue to result in, significant increases in insurance premium costs and difficulties obtaining sufficiently high policy limits. We cannot assure you that future increases in such insurance costs and difficulties obtaining high policy limits will not adversely impact our profitability, thereby possibly impacting our operating results and growth.

In addition, while management attempts to obtain and believes it presently has reasonable policy limits of property, casualty, liability, and business interruption insurance in force, including coverage for acts of terrorism, with financially sound insurers, we cannot guarantee that such coverage would be adequate under the circumstances should one or multiple catastrophic events occur at or near any of our speedway facilities, or that our insurers would have adequate financial resources to sufficiently or fully pay our related claims or damages. Once our present coverage expires, we cannot guarantee that adequate coverage limits will be available, offered at reasonable costs, or offered by insurers with sufficient financial soundness. The occurrence of such an incident or incidents affecting any one or more of our speedway facilities could have a material adverse effect on our financial position and future results of operations if asset damage and/or company liability was to exceed insurance coverage limits or if an insurer was unable to sufficiently or fully pay our related claims or damages. The occurrence of additional national incidents, in particular incidents at sporting event, entertainment or other public venues, may significantly impair our ability to obtain such insurance coverage in the future.

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Postponement and/or cancellation of major motorsports events could adversely affect us.

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 country following the September 11, 2001 terrorism attacks, we could incur increased expenses associated with conducting the rescheduled event, as well as possible decreased revenues from admissions, food, beverage and souvenirs 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 associated with the event, including live broadcast revenues, to the extent such losses were not covered by insurance.

If a cancelled event is part of the NASCAR Winston Cup or Busch Series, the amount of money we receive from television revenues for all of our NASCAR-sanctioned events in the series that experienced the cancellation could be reduced. 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.

High competition in the motorsports industry could hinder our ability to maintain or improve our position in the industry.

Motorsports promotion is a competitive industry. We compete in regional and national markets to promote events, especially NASCAR-sanctioned events. We believe that our principal competitors are other motorsports promoters of Winston Cup or equivalent events. Certain of our competitors have resources that exceed ours. NASCAR is owned by Bill France, Jr. and the France family, who also control ISC. ISC presently holds licenses to sponsor 18 Winston Cup races. The France family is part owner of another track that hosts two NASCAR Winston Cup events. We are the leading motorsports promoter in the local and regional markets served by AMS, BMS, IR, LVMS, LMS and TMS and compete regionally and nationally with ISC and other NASCAR related speedways to sponsor NASCAR events, especially Winston Cup events, and, to a lesser extent, with other speedway owners to sponsor CART, IRL, and NHRA sanctioned events. Less importantly, we compete for spectator interest with all forms of professional and amateur spring, summer, and fall sports conducted in and near Atlanta, Bristol, Charlotte, Las Vegas, Fort Worth, and Sonoma, many of which have resources that exceed ours, and with a wide range of other available entertainment and recreational activities. We cannot assure you that we will maintain or improve our position in light of such competition.

Government regulation of certain motorsports sponsors could negatively impact the availability of promotion, sponsorship and advertising revenue for us.

The motorsports industry generates significant revenue each year from the promotion, sponsorship and advertising of various companies and their products. Government regulation can adversely impact the availability to motorsports of its promotion, sponsorship and advertising revenue. Advertising of the tobacco and liquor industries is generally subject to greater governmental regulation than advertising by other sponsors of our events. In addition, certain of our sponsorship contracts are terminable upon the implementation of adverse regulations.

We cannot assure you that:

• the tobacco or alcohol industry will continue to sponsor motorsports events;

• suitable alternative sponsors could be located; or

• NASCAR will continue to sanction individual racing events sponsored by the tobacco industry at any of our facilities.

Advertising and sponsorship revenue from the tobacco industry accounted for approximately 1% of our total revenues in fiscal 2002. In 1999, major United States companies in the tobacco industry entered into various agreements with the Attorneys General of all 50 states to settle certain state-initiated litigation against the

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tobacco industry. The settlement agreements place various limits on the sponsorship of sports, including motorsports, by the tobacco industry. Among other things, a tobacco manufacturer is limited to a single brand name sponsorship (such as the Winston Cup Series) in any twelve-month period and is prohibited from entering into any agreement for naming a stadium or arena using the brand name of a tobacco product. The ultimate effect of these settlement agreements upon us has not been determined. In June 2003, NASCAR announced that R.J. Reynolds Tobacco Co. will no longer sponsor NASCAR’s premier national series because of increasing limitations on tobacco companies’ marketing activities and other financial obligations. Beginning in the 2004 NASCAR race season, Nextel Communications, Inc. will replace R.J. Reynolds as the title sponsor of NASCAR’s premier national series. We are unaware of any proposed governmental regulation that would materially limit the availability to motorsports of promotion, sponsorship or advertising revenue from the alcoholic beverage industry. In addition, the tobacco and alcoholic beverage industries provide financial support to the motorsports industry through, among other things, their purchase of advertising time, their sponsorship of racing teams and their sponsorship of racing series such as the Winston Cup and Busch Series. Implementation of further restrictions on the advertising or promotion of tobacco or alcoholic beverage products could adversely affect us.

The loss of our key personnel could adversely affect our operations and growth.

Our success depends to a great extent upon the availability and performance of our senior management, particularly O. Bruton Smith, our Chairman and Chief Executive Officer, H.A. Wheeler, our President and Chief Operating Officer, and William R. Brooks, our Chief Financial Officer, Vice President and Treasurer. Messrs. Smith and Wheeler have managed SMI as a team for over 25 years, and Mr. Brooks has been part of the management team for over 20 years. Their experience within the industry, especially their working relationship with NASCAR, will continue to be of considerable importance to us. The loss of any of our key personnel due to illness, retirement or otherwise, or our inability to attract and retain key employees in the future could have a material adverse effect on our operations and business plans. See “Management.”

Costs associated with capital improvements could adversely affect our profitability.

Significant growth in our revenues depends, in large part, on consistent investment in facilities. Therefore, we expect to continue to make substantial capital improvements in our facilities to meet long-term increasing demand, to increase spectator entertainment value, and to increase revenue. We frequently have a number of significant capital projects underway. Numerous factors, many of which are beyond our control, may influence the ultimate costs and timing of various capital improvements at our facilities, including:

• undetected soil or land conditions;

• additional land acquisition costs;

• increases in the cost of construction materials and labor;

• unforeseen changes in design;

• litigation, accidents or natural disasters affecting the construction site; and

• national or regional economic changes.

In addition, actual costs could vary materially from our estimates if those factors and our assumptions about the quality of materials or workmanship required or the cost of financing such construction were to change. Construction is also subject to state and local permitting processes, which if changed, could materially affect the ultimate cost.

Lack of closeness or competitiveness of NASCAR Winston Cup Series championship points race can significantly impact operating results.

The lack of closeness or competitiveness of the championship points race of the Winston Cup Series in any particular racing season can significantly impact our operating results. These factors can affect attendance at the

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Winston Cup racing events, as well as other events surrounding the weekends such Winston Cup races are promoted, at our speedways. There can be no assurance that attendance will not be adversely impacted by the lack of a close or competitive championship points race in any particular season, thereby possibly impacting our operations and growth.

Our revenues depend on the promotional success of our marketing campaigns.

Similar to many companies, we spend significant amounts on advertising, promotional and other marketing campaigns for our speedways and other business activities. Such marketing activities include, among others, promotion of ticket sales, luxury suite rentals, hospitality and other services for our speedway events and facilities, and advertising associated with our wholesale and retail distribution of racing and other sports related souvenir merchandise and apparel, micro-lubricant products, and Legends Car activities. There can be no assurance that such advertising, promotional and other marketing campaigns will be successful or will generate revenues or profits.

Our chairman owns a majority of SMI’s common stock and will control any matter submitted to a vote of our stockholders.

As of June 30, 2003, Mr. O. Bruton Smith, our Chairman and Chief Executive Officer, beneficially owned, directly and indirectly, approximately 64.5% of the undiluted outstanding shares of our common stock. As a result, Mr. Smith will continue to control the outcome of substantially all issues submitted to our stockholders, including the election of all of our directors.

Liability for personal injuries and product liability claims could significantly affect our financial condition and results of operations.

Motorsports can be dangerous to participants and to spectators. We maintain insurance policies that provide coverage within limits that are sufficient, in management’s judgment, to protect us from material financial loss due to liability for personal injuries sustained by persons on our premises in the ordinary course of business. In addition, our insurance premiums have been increasing. See “Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Near Term Operating Factors—Insurance Coverage.” Nevertheless, there can be no assurance that such insurance will be adequate at all times and in all circumstances.

On May 1, 1999, during the running of an IRL Series racing event at LMS, an on-track accident occurred that caused race debris to enter the spectator seating area. On February 13, 2001, the parents of Haley A. McGee filed a personal injury action related to this accident against SMI, LMS and IRL in the Superior Court of Mecklenburg County, North Carolina. This lawsuit seeks unspecified damages and punitive damages related to the injuries of their daughter, as well as the medical expenses incurred and wages lost by her parents. On April 23, 2001, we filed our answer in this action. The parties agreed to settle this case for an undisclosed amount and we expect the court to approve the settlement terms in August 2003. We do not expect this settlement to have a material adverse effect on our financial position or future results of operations. On April 24, 2002, Rodney Pyatte filed a personal injury action related to this accident against SMI, LMS and IRL in the Superior Court of Mecklenburg County, North Carolina. This lawsuit seeks unspecified damages and punitive damages related to the injuries of Rodney Pyatte, as well as the medical expenses incurred and wages lost. On June 24, 2002, we filed our answer in this action. The court dismissed this lawsuit with prejudice on July 14, 2003.

On May 20, 2000, near the end of a NASCAR-sanctioned event hosted at LMS, a portion of a pedestrian bridge leading from its track facility to a parking area failed. In excess of 100 people were injured to varying degrees. Preliminary investigations indicate the failure resulted from excessive interior corrosion resulting from improperly manufactured bridge components. Tindall Corporation designed, manufactured and constructed the portion of the pedestrian bridge that failed. Tindall contends that a product that Tindall purchased from Anti-Hydro International, Inc. and that Tindall incorporated into the bridge caused the corrosion. To date, 102 individuals

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claiming injuries from the bridge failure on May 20, 2000, have filed a total of 48 separate lawsuits and of these, 41 plaintiffs’ cases have been resolved by the defendants. Generally, the plaintiffs filed these negligence and wrongful death lawsuits against SMI, LMS, Tindall Corporation and Anti-Hydro International, Inc. seeking unspecified compensatory and punitive damages. Management does not expect settlements in this matter to have a material adverse effect on our financial position or future results of operations, although we cannot assure you in this regard. On January 20, 2003, the trial of the first of these cases (three plaintiffs) began. This trial resulted in a directed verdict and dismissal of SMI at the close of all of the evidence. On March 27, 2003, the jury returned a verdict finding that LMS was not negligent in connection with the collapse of the pedestrian bridge. However, LMS was determined by the Court to be responsible for the acts and omissions of Tindall and therefore LMS will be jointly and severally liable for future verdicts. Discovery is proceeding in the remaining cases. All of the state court lawsuits were consolidated before one judge and are pending in Mecklenburg County, North Carolina. The federal lawsuit is progressing under the same discovery plan that the parties are following in the consolidated state court lawsuit. We continue to vigorously defend ourselves and deny the allegations of negligence as well as the related claims for punitive damages.

We also may be subject to product liability claims, for which we are self-insured, with respect to the manufacture and sale of Legends Cars and Oil-Chem products. Our financial condition and results of operations would be adversely affected to the extent claims and associated expenses exceed insurance recoveries.

Changes in income tax laws could adversely affect our financial condition and results of operations.

At June 30, 2003, net deferred tax liabilities totaled $121.7 million, including deferred tax assets of $35.0 million. These net deferred tax liabilities will likely reverse in future years and could negatively impact cash flows from operations in the years in which reversal occurs. Management believes realization of the deferred tax assets is more likely than not and no valuation allowance has been recorded. However, changes in tax laws, assumptions or estimates used in the accounting for income taxes, if significantly negative or unfavorable, could have a material adverse effect on amounts or timing of realization or settlement. Such effects could result in a material acceleration of income taxes currently payable or valuation charges for realization uncertainties, which could have a material adverse effect on our financial condition or future results of operations.

Environmental costs and land use laws may negatively impact our profitability and growth.

Solid waste landfilling has occurred on and around the property at LMS for many years. Landfilling of general categories of municipal solid waste on the LMS property ceased in 1992. However, there is one land clearing and inert debris landfill currently being operated on the LMS property by a third party (“LCID landfill”). In addition, one LCID landfill on the LMS property was closed in 1999 and two other LCID landfills on the LMS property were closed in 1994. LMS may allow similar LCID landfills to be operated on the LMS property in the future. Prior to 1999, LMS leased certain property to Allied Waste Industries, Inc. (“Allied”) for use as a construction and demolition debris landfill (a “C&D landfill”), which received solid waste resulting solely from construction, remodeling, repair or demolition operations on pavement, buildings or other structures, but which could not receive inert debris, land-clearing debris or yard debris. The LMS C&D landfill is now closed. In addition, Allied owns and operates an active solid waste landfill and gas-to-energy facility adjacent to LMS.

Portions of the inactive solid waste landfill areas on the LMS property are subject to a groundwater monitoring program and data is periodically submitted to the North Carolina Department of Environment and Natural Resources (“DENR”). DENR has noted that data from certain groundwater sampling events have indicated levels of certain regulated compounds that exceed acceptable trigger levels and organic compounds that exceed regulatory groundwater standards. DENR has not required any remedial action by us at this time with

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respect to such sampling results. In the future, DENR could possibly require us to take certain actions with respect to groundwater that could result in material costs being incurred by us. In addition, we implement measures to address methane-related safety concerns prior to and during events at LMS.

We believe that our operations, including the current and former landfills on our property, are in substantial compliance with all applicable federal, state and local environmental laws and regulations. Nonetheless, if damage to persons or property or contamination of the environment is determined to have been caused by the conduct of our business or by pollutants used, generated or disposed of by us, or which may be found on our property, we may be held liable for such damage and may be required to pay the cost of investigation or remediation, or both, of such contamination or damage. The amount of such liability, as to which we are self-insured, could be material. State and local laws relating to the protection of the environment also can include noise abatement laws that may be applicable to our racing events. Changes in federal, state or local laws, regulations or requirements, or the discovery of previously unknown conditions, could require additional expenditures by us.

Our development of new motorsports facilities (and, to a lesser extent, the expansion of existing facilities) requires compliance with applicable federal, state and local land use planning, zoning and environmental regulations. Regulations governing the use and development of real estate may prevent us from acquiring or developing prime locations for motorsports facilities, substantially delay or complicate the process of improving existing facilities, and/or increase the costs of any of such activities. For instance, private litigants have filed a suit against Sonoma County, California seeking to alter or revoke the county’s permits granted to IR for IR’s planned renovation and expansion on alleged environmental issues. If the plaintiffs are successful, our planned expansion at IR may be adversely impacted, which may have an adverse impact on our ability to grow revenues at IR. We have been advised that settlement negotiations are ongoing which, if successful, would have no material impact on IR’s operations and would not require any payments by SMI or IR to the parties to the action.

Broadcasting of NASCAR races is important to us.

A substantial portion of our recent profit growth has resulted from a significant increase in our television revenues received from the arrangements NASCAR has made with various television networks, which expire in 2006. Television ratings for the Winston Cup increased 38% in 2001 and 2% in 2002. Through June 30, 2003, television ratings for Winston Cup races are equal to the ratings in the prior year. NASCAR ratings may impact the renewal price for our television arrangements in 2006 as well as overall attendance at our events and sponsorship opportunities.

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USE OF PROCEEDS

We will not receive any cash proceeds from the issuance of the New Notes. In consideration for issuing the New Notes as contemplated in this prospectus, we will receive in exchange Original Notes in like principal amount, which will be canceled. Accordingly, our outstanding indebtedness will not increase when the New Notes are issued.

CAPITALIZATION

The following table sets forth our cash and capitalization on a historical basis as of December 31, 2002 and June 30, 2003, and on a pro forma basis as of December 31, 2002 to give effect to the issuance of the Original Notes, the redemption of the 8 ¹/2% Notes and borrowings under the 2003 Credit Facility. This table should be read in conjunction with the Consolidated Financial Statements (including the notes thereto) incorporated by reference into this prospectus.

	December 31, 2002					June 30, 2003
	Actual		Pro Forma(1)			Actual(2)
	(in thousands)
Cash and cash equivalents	$	112,638	$	106,122		$	142,314
Long-term debt, including current maturities:
1999 Credit Facility		90,000		—			—
2003 Credit Facility:
Revolving Facility(3)		—		80,000			80,000
Term Loan		—		50,000			50,000
8 1/2% Senior Subordinated Notes due 2007		251,946		—			—
6 3/4% Senior Subordinated Notes due 2013		—		230,000			230,000
Other notes payable		279		279			166
Total long-term debt		342,225		360,279			360,166
Total stockholders’ equity		491,172		483,104	(4)		539,844
Total capitalization	$	833,397	$	843,383		$	900,010

(1) Assumes that the net proceeds of $224.2 million from the sale of the Original Notes were applied, together with $130.0 million of borrowings under our 2003 Credit Facility and $6.5 million of available cash and cash equivalents, to fund the redemption price and accrued interest for our 8 ¹/2% Notes, refinance the 1999 Credit Facility, pay related fees and expenses, and meet our other working capital needs.

(2) Actual amounts for June 30, 2003 reflect all pro forma adjustments reflected in December 31, 2002 pro forma amounts as the effects of the issuance of the Original Notes, the refinancing of the 1999 Credit Facility, the redemption of the 8 ¹/2% Notes and borrowings under the 2003 Credit Facility have been accounted for at June 30, 2003.

(3) The Revolving Facility provides for borrowings of up to $250.0 million. As of June 30, 2003, we have borrowings of $130.0 million outstanding under our 2003 Credit Facility, and $170.0 million available for additional borrowings under the Revolving Facility.

(4) Pro forma total stockholders’ equity reflects adjustments for the write-off, net of income taxes, of previously deferred financing costs; and of original issuance premium, redemption premium, and gain recognition of a previously deferred interest rate swap payment associated with the 8 ¹/2% Notes.

27

SELECTED HISTORICAL FINANCIAL DATA

The following selected financial data for the five years ended December 31, 2002 have been derived from audited financial statements. The financial statements for each of the three years ended December 31, 2002 were audited by Deloitte & Touche LLP, and these financial statements and independent auditors’ report are incorporated by reference into this prospectus. The financial data for the six months ended June 30, 2002 and 2003 have been derived from unaudited consolidated financial statements. The unaudited consolidated financial statements include all adjustments, consisting of normal recurring accruals, which management considers necessary for fair presentation of the financial position and the results of operations for these periods. Operating results for the six months ended June 30, 2002 and 2003 are not indicative of the results that may be expected for the entire year ended December 31, 2003. All of the data set forth below are qualified by reference to, and should be read in conjunction with, “Description of Certain Indebtedness,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the December 31, 2002 and June 30, 2003 Consolidated Financial Statements (including the notes thereto) incorporated by reference into this prospectus.

	Year Ended December 31:																Six Months Ended June 30:
	1998(1)			1999				2000			2001			2002			2002			2003
	(In thousands, except for margins, ratios, per share data and Selected Data)
Income Statement Data
Revenues:
Admissions	$	107,601		$	132,694			$	142,160		$	136,362		$	141,315		$	94,998		$	97,527
Event related revenue		87,684			122,940				134,337			133,289			122,172	(2)		74,212			77,683
NASCAR broadcasting revenue		17,775			25,363				29,297			67,488			77,936			54,786			63,628
Other operating revenue		16,736			35,320				47,447			38,111			34,537	(2)		20,513			17,063
Total Revenues		229,796			316,317				353,241			375,250			375,960	(2)		244,509			255,901
Expenses and Other:
Direct expense of events		57,126			74,802				79,048			76,579			69,297	(2)		42,582			44,262
NASCAR purse and sanction fees		25,920			35,848				38,181			54,479			61,217			41,975			47,760
Other direct operating expense		10,975			31,511				43,678			35,787			31,032	(2)		16,746			14,736
General and administrative		34,279			46,009				52,001			59,331			57,235	(2)		30,277			31,250
Depreciation and amortization		21,701			28,195				30,584			32,747			31,720			15,807			16,926
Interest expense, net(3)		12,228			27,478				27,073			24,316			21,199			10,792			11,578
Loss on early debt redemption and refinancing(4)		—			—				—			—			1,237			1,237			12,800
FTC refund claims settlement(5)		—			—				—			—			—			—			1,141
Cancelled CART race settlement, net(6)		—			—				—			(1,361	)		—			—			—
Concession contract rights resolution(7)		—			—				3,185			—			—			—			—
Acquisition loan cost amortization(8)		752			3,398				—			—			—			—			—
Other expense (income), net		(3,202	)		(959	)			(1,956	)		(2,907	)		2,239			(277	)		253
Total Expenses and Other		159,779			246,282		��		271,794			278,971			275,176	(2)		159,139			180,706
Income from continuing operations before income taxes and cumulative effect of accounting changes		70,017			70,035				81,447			96,279			100,784			85,370			75,195
Provision for income taxes		27,646			27,705				31,970			37,870			39,609			33,550			29,564
Income from continuing operations before cumulative effect of accounting changes		42,371			42,330				49,477			58,409			61,175			51,820			45,631
Loss from operations and disposal of discontinued business(9)		—			(887	)			(1,345	)		(817	)		(686	)		(686	)		—
Income before cumulative effect of accounting changes		42,371			41,443				48,132			57,592			60,489			51,134			45,631
Cumulative effect of accounting changes(10)(11)		—			—				(1,257	)		—			(4,273	)		(4,273	)		—
Net income	$	42,371		$	41,443			$	46,875		$	57,592		$	56,216		$	46,861		$	45,631

28

	Year Ended December 31:															Six Months Ended June 30:
	1998(1)			1999			2000			2001			2002			2002			2003
	(In thousands, except for margins, ratios, per share data and Selected Data)
Basic Earnings Per Share:
Continuing operations before accounting changes	$	1.02		$	1.02		$	1.19		$	1.40		$	1.44		$	1.23		$	1.08
Discontinued operations (9)		—			(0.02	)		(0.03	)		(0.02	)		(0.01	)		(0.01	)		—
Accounting changes (10)(11)		—			—			(0.03	)		—			(0.10	)		(0.10	)		—
Basic earnings per share	$	1.02		$	1.00		$	1.13		$	1.38		$	1.33		$	1.12		$	1.08
Weighted average shares outstanding		41,482			41,569			41,663			41,753			42,114			42,000			42,369
Diluted Earnings Per Share:
Continuing operations before accounting changes	$	1.00		$	0.99		$	1.16		$	1.36		$	1.43		$	1.19		$	1.07
Discontinued operations (9)		—			(0.02	)		(0.03	)		(0.02	)		(0.01	)		(0.01	)		—
Accounting changes (10)(11)		—			—			(0.03	)		—			(0.10	)		(0.10	)		—
Diluted earnings per share	$	1.00		$	0.97		$	1.10		$	1.34		$	1.32		$	1.08		$	1.07
Weighted average shares outstanding		44,611			44,960			44,715			44,367			43,001			43,725			42,643
Pro Forma Amounts Assuming Retroactive Application Of Accounting Changes (10)(11):
Net income	$	43,090		$	41,512		$	49,182		$	58,644		$	60,489		$	51,134		$	45,631
Basic earnings per share	$	1.04		$	1.00		$	1.18		$	1.40		$	1.43		$	1.22		$	1.08
Diluted earnings per share	$	1.02		$	0.97		$	1.15		$	1.36		$	1.42		$	1.18		$	1.07
Other Data:
EBITDA(12)	$	103,946		$	125,708		$	139,104		$	153,342		$	153,703		$	111,969		$	103,699
EBITDA margin(12)(13)		45.2	%		39.7	%		39.4	%		40.9	%		40.9	%		45.8	%		40.5	%
Net cash provided by operating activities . .	$	86,396		$	107,494		$	75,622		$	119,044		$	136,641		$	72,786		$	61,343
Capital expenditures		98,574			90,616			85,538			55,848			67,044			37,393			37,782
Ratio of earnings to fixed charges(14)		4.5	x		2.9	x		3.3	x		4.0	x		4.8	x		7.2	x		6.5	x
Selected Data:
SMI major NASCAR-sanctioned events		15			17			17			17			17			11			11
Total attendance at all SMI events		2,996,000			3,630,000			3,575,000			3,455,000			3,535,000			2,205,000			2,154,000
Balance Sheet Data:
Cash and cash equivalents	$	35,399		$	56,270		$	30,737		$	93,980		$	112,638		$	85,792		$	142,314
Total assets		904,877			995,982			991,957			1,063,578			1,105,740			1,083,204			1,165,985
Long-term debt, including current maturities:
Revolving credit facility and acquisition loan(6)		254,050			130,000			90,000			90,000			90,000			90,000			80,000
Term loan		—			—			—			—			—			—			50,000
Senior subordinated notes		124,708			253,208			252,788			252,367			251,946			252,156			230,000
Convertible subordinated debentures(4)		74,000			74,000			66,000			53,694			—			—			—
Capital lease obligations and other debt(15)		1,166			1,352			1,309			1,252			279			344			166
Total debt		453,924			458,560			410,097			397,313			342,225			342,500			360,166
Stockholders’ equity		287,120			331,708			379,341			438,889			491,172			491,912			539,844
Cash dividend of $.30 per share of Common Stock		—			—			—			—			12,666			—			—

(1) This data for 1998 includes LVMS acquired in December 1998.

(2) In February 2002, we entered into an agreement with the Levy Group. As part of this agreement, the Levy Group has exclusive rights to provide on-site food, beverage, and hospitality catering services formerly provided by us. Beginning in 2002, our operating profits from activities provided by the Levy Group are reported as net event related revenue and net other operating revenue. For periods before 2002, revenues and expenses associated with those services previously provided by us were included in event related revenue, other operating revenue, direct expense of events, other direct operating expense, and general and administrative expense. The Levy Group has reported to us that their revenues generated as a result of our agreement with them, net of commissions to us, were approximately $21 million for the year ended December 31, 2002.

(3) Includes interest expense of $1.5 million, net of interest income earned on associated invested proceeds of $180,000, incurred on the 8 ¹/2% Notes between May 16, 2003, issuance date of the Original Notes, and June 15, 2003, redemption date of the 8 ¹/2% Notes. See Note 4 to the June 30, 2003 Consolidated Financial Statements for additional information.

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(4) Loss on early debt redemption of $1.2 million for the year ended December 31, 2002 and six months ended June 30, 2002 represents a charge associated with redemption of all outstanding Convertible Subordinated Debentures totaling approximately $53.7 million in April 2002. The second quarter 2002 charge consists of a redemption premium, associated unamortized net deferred financing costs, and transaction costs. See Note 5 to the December 31, 2002 Consolidated Financial Statements. Loss on early debt redemption and refinancing of $12.8 million for the six months ended June 30, 2003 represents a charge associated with replacement of the 1999 Credit Facility and issuance of the Original Notes in May 2003, and redemption of the 8 ¹/2% Notes in June 2003. The second quarter 2003 charge consists of net redemption premium, associated unamortized net deferred loan costs, unamortized original issuance premium and gain recognition of a previously deferred cash flow hedge interest rate swap termination and settlement payment and transaction costs, all associated with the former debt arrangements. See Note 4 to the June 30, 2003 Consolidated Financial Statements for additional information.

(5) FTC refund claims settlement represents a second quarter 2003 charge to earnings for refund claims to be paid under a litigation settlement reached between the FTC and SMI and Oil-Chem and associated costs of refund processing. As part of the settlement, we are offering a pro rata purchase price refund to certain customers who purchased zMax Power System before January 31, 2001, not to exceed $1.0 million in the aggregate. Based on customer refund requests received to date, we believe such requests will likely exceed the maximum settlement payment. As such, we expect to refund payments aggregating $1.0 million. See Note 7 to the June 30, 2003 Consolidated Financial Statements for additional information.

(6) A CART racing event originally scheduled at TMS in April 2001 was not conducted as a result of a decision made by CART’s sanctioning body. In October 2001, our legal action against CART claiming negligence and breach of contract was settled for approximately $5.0 million, representing our recovery of associated sanction fees, race purse, various expenses, lost revenues and other damages. The CART settlement is reflected net of associated race event costs of approximately $3.6 million. See Note 2 to the December 31, 2002 Consolidated Financial Statements.

(7) Concession contact rights resolution represents costs incurred to reacquire the contract rights to provide event food, beverage and souvenir merchandising services at IR from a previous provider whose original contract term was to expire in 2004, including legal and other transaction costs. We anticipate the present value of estimated net future benefits under the contract rights as of the resolution date exceeds the resolution’s costs. See Note 2 to the December 31, 2002 Consolidated Financial Statements.

(8) Acquisition loan cost amortization results from short-term bridge loan financing costs incurred in amending our pre-1999 credit facility and in obtaining our acquisition loan to fund the December 1998 acquisition of LVMS, which was refinanced by the 1999 Credit Facility (“Acquisition Loan”). Associated deferred financing costs of approximately $4.1 million were amortized over the Acquisition Loan term which matured May 1999.

(9) Loss from operations and disposal of discontinued business represents the accounting for the discontinued operations and disposal of SoldUSA in April 2002. See Note 1 to the December 31, 2002 and June 30, 2003 Consolidated Financial Statements.

(10) We changed our revenue recognition policies for Speedway Club membership fees in 2000 under SAB No. 101, “Revenue Recognition in Financial Statements.” Net revenues from membership fees previously were recognized as income when billed and associated expenses were incurred. Under the change, net membership revenues are deferred when billed and amortized into income over ten years. The cumulative effect of the accounting change as of January 1, 2000 reduced fiscal 2000 net income by approximately $1.3 million after income taxes, and basic and diluted earnings per share by $0.03. The pro forma amounts reflected above have been adjusted for the effect of retroactive application of the accounting change on net membership fee revenues, and related income taxes, had the new method been in effect for the periods presented. See Note 2 to the December 31, 2002 Consolidated Financial Statements.

(11) We adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” as of January 1, 2002, under which we ceased amortizing goodwill and other intangible assets and assessed initial impairment of goodwill under transitional rules as of January 1, 2002. As such, amortization expense of approximately $1.7 million on goodwill and other intangible assets recorded as of December 31, 2001 was not reflected in the year ended December 31, 2002. No such amortization expense was reflected in the six months ended June 30, 2002 or 2003. The cumulative effect of the accounting change for goodwill impairment associated with certain non-motorsports related reporting units reduced net income for the fiscal year 2002 and the six months ended June 30, 2002 approximately $4.3 million, net of income taxes of $297,000, and basic and diluted earnings per share by $0.10. The pro forma amounts reflected above have been adjusted for the effect of retroactive application for ceasing goodwill and other intangible assets amortization, and related income taxes, had the new method been in effect for all periods presented. See Note 2 to the December 31, 2002 and June 30, 2003 Consolidated Financial Statements.

(12) EBITDA represents income from continuing operations before net interest expense, income taxes, depreciation and amortization, and cumulative effect of accounting changes. We have presented EBITDA, a non-GAAP measure of liquidity, because our management believes that it is a widely accepted financial indicator of a company’s ability to service indebtedness, and is used by investors and analysts to evaluate companies in our industry. We believe certain investors use EBITDA as one measure of our ability to satisfy debt obligations and fund our other commitments, including capital expenditures. EBITDA is used for internal analysis as a measure for applicable covenants under the 2003 Credit Facility and the indenture governing the Notes. However, EBITDA is not presented to represent cash flow from operations as defined by GAAP. Also, EBITDA should not be used as an indicator of our operating performance. EBITDA as calculated by us may not be necessarily comparable to similarly-titled measures reported by other companies.

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The following table shows the calculation of EBITDA and reconciles EBITDA to its closest GAAP measurement, net cash provided by operating activities, on a consolidated basis to our statement of income data for the periods presented in the table below:

	Year Ended December 31:															Six Months Ended June 30:
	1998			1999			2000			2001			2002			2002			2003
	(In thousands)
Income from continuing operations before income taxes and cumulative effect of accounting changes	$	70,017		$	70,035		$	81,447		$	96,279		$	100,784		$	85,370		$	75,195
Interest expense, net		12,228			27,478			27,073			24,316			21,199			10,792			11,578
Depreciation and amortization		21,701			28,195			30,584			32,747			31,720			15,807			16,926
EBITDA		103,946			125,708			139,104			153,342			153,703			111,969			103,699
Interest expense, net		(12,228	)		(27,478	)		(27,073	)		(24,316	)		(21,199	)		(10,792	)		(11,578	)
Provision for income taxes		(27,646	)		(27,705	)		(31,970	)		(37,870	)		(39,609	)		(33,550	)		(29,564	)
Loss on disposal of equipment		—			—			—			—			—			266			180
Loss on early debt redemption and refinancing		—			—			—			—			1,237			1,237			12,800
Amortization of acquisition loan costs		752			3,398			—			—			—			—			—
Amortization of deferred income		(891	)		(1,366	)		(1,179	)		(1,196	)		(2,193	)		(1,345	)		(1,162	)
Increase in deferred income taxes		16,256			16,383			22,426			27,732			20,526			—			—
Change in working capital		5,220			19,652			(26,412	)		3,162			22,054			2,940			(13,140	)
Change in other non-current assets and liabilities		987			(1,098	)		726			(1,810	)		2,122			2,061			108
Net cash provided by operating activities	$	86,396		$	107,494		$	75,622		$	119,044		$	136,641		$	72,786		$	61,343

As presented, our EBITDA includes the impact of a number of unusual items that management does not consider indicative of our ongoing financial performance. For a discussion of these items, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” A summary of these unusual items is as follows:

	Year Ended December 31:											Six Months Ended June 30:
	1998		1999		2000		2001			2002		2002		2003
	(In thousands)
Unusual items:
Acquisition loan cost amortization	$	752	$	3,398		—		—			—		—		—
Concession contract rights resolution		—		—	$	3,185		—			—		—		—
Cancelled CART race settlement		—		—		—	$	(1,361	)		—		—		—
Loss on early debt redemption and refinancing		—		—		—		—		$	1,237	$	1,237	$	12,800
Interim interest expense on debt redeemed, net (see note (3) above)		—		—		—		—			—		—		1,486
FTC refund claims settlement		—		—		—		—			—		—		1,141

(13) EBITDA margin is calculated as EBITDA, as defined above, divided by total revenues.

(14) The ratio of earnings to fixed charges is computed by dividing fixed charges into income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest, whether expensed or capitalized, amortization of financing costs and the estimated interest component of rent expense.

(15) Other debt includes principally notes payable outstanding for road construction of $647,000 at December 31, 1998, and associated with SoldUSA, Inc. of $941,000, $1,000,000 and $1,100,000 at December 31, 1999, 2000, and 2001, respectively.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our results of operations and financial condition as of December 31, 2002 and June 30, 2003 should be read in conjunction with the December 31, 2002 and June 30, 2003 Consolidated Financial Statements and accompanying notes incorporated by reference into this prospectus.

Overview

We derive revenues principally from the following:

• sale of tickets to automobile races and other events held at our speedway facilities;

• licensing of television, cable network and radio rights to broadcast such events;

• sale of sponsorships, facility naming rights, promotions and hospitality to companies that desire to advertise, sell or promote their products or services surrounding such events;

• sale of souvenirs and commissions earned on food and beverage sales during such events; and

• rental of luxury suites during such events and other track facilities.

We derive additional revenue from the operations of The Speedway Clubs at LMS and TMS; 600 Racing, a manufacturer and distributor of Legends Cars; SMIP and its wholly owned subsidiaries, Motorsports By Mail, a wholesale and retail distributor of racing and other sports related souvenir merchandise and apparel (“MBM”), and SMI Trackside, which provides event souvenir merchandising services at our and third-party speedway venues (“SMIT”); Oil-Chem, which produces an environmentally-friendly micro-lubricant and Racing Country USA, our proprietary radio show. See “Business—Operations—Other Operating Revenue” and Note 1 to the December 31, 2002 Consolidated Financial Statements for descriptions of these businesses.

We classify our revenues as admissions, event related revenue, NASCAR broadcasting revenue, and other operating revenue. “Admissions” includes ticket sales for all of our events. “Event related revenue” includes amounts received from sponsorship fees, naming rights fees, commissions from food and beverage sales, souvenir sales, promotional and hospitality revenues, luxury suite rentals, broadcasting rights other than NASCAR broadcasting revenue, track rentals, and other event and speedway related revenue. “NASCAR broadcasting revenue” includes rights fees obtained for domestic television broadcasts of NASCAR-sanctioned events held at our speedways. “Other operating revenue” includes Speedway Clubs’ restaurant, catering and membership income, Legends Car operations, and industrial park rentals, and MBM, Oil-Chem, and certain SMIT and SMIP revenues. Our revenue items produce different operating margins. Broadcast rights, sponsorships, ticket sales, food and beverage commissioned sales, and luxury suite and track rentals produce higher margins than souvenir sales, as well as sales of Legends Cars, MBM, Oil-Chem, SMIT or other operating revenues.

We classify our expenses to include direct expense of events, NASCAR purse and sanction fees, and other direct operating expense, among other categories. “Direct expense of events” principally includes cost of souvenir sales (and food and beverage sales prior to a new management contract with a food and beverage service provider in 2002, see “—Significant Factors in 2002—Long-Term Management Contract and Asset Sale”), non-NASCAR race purses and sanctioning fees, property and event insurance, compensation of certain employees, advertising and outside event support services. “NASCAR purse and sanction fees” includes payments to NASCAR for associated events held at our speedways. “Other direct operating expense” includes the cost of Speedway Clubs’ operations, Legends Car, industrial park rental, MBM, Oil-Chem, and SMIT and SMIP revenues.

In February 2002, certain SMI subsidiaries and the Levy Group consummated a long-term food and beverage management agreement and an asset purchase agreement. As discussed in Note 1 to the December 31, 2002 Consolidated Financial Statements, the Levy Group food and beverage management agreement affects our

32

reporting of operating profits associated with food, beverage and hospitality catering activities. For 2002, operating profits from such activities provided by the Levy Group are reported as net event related revenue and net other operating revenue. For 2001, revenues and expenses associated with those services previously provided by SMIP are included in event related revenue, other operating revenue, direct expense of events, other direct operating expense and general and administrative expense.

We promote outdoor motorsports events. Weather conditions surrounding these events affect sales of tickets, concessions and souvenirs, among other things. Although we sell a substantial number of tickets well in advance of our larger events, poor weather conditions can have a negative effect on our results of operations. Our financial results in the periods discussed have been significantly impacted by increases in NASCAR broadcasting revenue and NASCAR purse and sanction fees.

Significant growth in our revenues will depend on consistent investment in facilities. We have several capital projects underway at each of our speedways, which we expect will result in capital expenditures of approximately $60 to $65 million in 2003. See “—Capital Expenditures.”

We do not believe that our financial performance has been materially affected by inflation. We have generally been able to mitigate the effects of inflation by increasing prices.

Results of Operations

We plan to promote 17 major annual racing events in 2003 sanctioned by NASCAR, including ten Winston Cup and seven Busch Series racing events. We will also sponsor five NASCAR Craftsman Truck Series racing events, two IRL racing events, four major NHRA racing events, and six WOO racing events. As a result, our business has been, and is expected to remain, highly seasonal.

In 2002, we derived a substantial portion of our total revenues from admissions, event related and NASCAR broadcasting revenue attributable to 17 major NASCAR-sanctioned racing events, two IRL racing events, three NASCAR Craftsman Truck Series racing events, four major NHRA racing events, and six WOO racing events. In 2001, we derived a substantial portion of our total revenues from admissions and event related revenue attributable to 17 major NASCAR-sanctioned racing events, three IRL racing events, three NASCAR Craftsman Truck Series racing events, four major NHRA racing events, five WOO racing events, and two Extreme racing events. In 2000, we derived a substantial portion of our total revenues from admissions and event related revenue attributable to 17 major NASCAR-sanctioned racing events, four IRL racing events, two NASCAR Craftsman Truck Series racing events, three major NHRA racing events, seven WOO racing events, and three Hav-A-Tampa Dirt Late Model Series (“HAT”) racing events.

33

The table below shows the relationship of income and expense items relative to total revenue for each of the three years ended December 31, 2002 and for each of the six month periods ended June 30, 2002 and 2003:

	Percentage of Total Revenue
	Year Ended December 31:						Six Months Ended June 30:
	2000		2001		2002		2002		2003
Revenues:
Admissions	40.2	%	36.3	%	37.6	%	38.9	%	38.1	%
Event related revenue	38.0		35.5		32.5		30.3		30.3
NASCAR broadcasting revenue	8.3		18.0		20.7		22.4		24.9
Other operating revenue	13.5		10.2		9.2		8.4		6.7
Total Revenues	100.0	%	100.0	%	100.0	%	100.0	%	100.0	%
Expenses and Other:
Direct expense of events	22.4		20.4		18.4		17.4		17.3
NASCAR purse and sanction fees	10.8		14.5		16.3		17.2		18.7
Other direct operating expense	12.3		9.6		8.3		6.8		5.8
General and administrative	14.7		15.8		15.2		12.4		12.2
Depreciation and amortization	8.7		8.7		8.5		6.5		6.6
Interest expense, net	7.7		6.5		5.6		4.4		3.9
Other income (expense), net	0.3		(1.1	)	0.9		0.4		6.1
Total Expenses and Other	76.9		74.4		73.2		65.1		70.6
Income from continuing operations before income taxes and accounting changes	23.1		25.6		26.8		34.9		29.4
Income tax provision	(9.1	)	(10.1	)	(10.5	)	(13.7	)	(11.6	)
Income from continuing operations before accounting changes	14.0		15.5		16.3		21.2		17.8
Loss from operations and disposal of discontinued business	(0.4	)	(0.2	)	(0.2	)	(0.3	)	0.0
Cumulative effect of accounting changes	(0.3	)	—		(1.1	)	(1.7	)	0.0
Net income	13.3	%	15.3	%	15.0	%	19.2	%	17.8	%

Three Months Ended June 30, 2003 Compared To Three Months Ended June 30, 2002

Total Revenues for the three months ended June 30, 2003 increased by $3.0 million, or 2.0%, over such revenues for the same period in 2002 for the factors discussed below.

Admissions for the three months ended June 30, 2003 decreased by $1.4 million, or 2.5%, from such revenue for the same period in 2002. This decrease was due primarily to lower attendance at NASCAR-sanctioned racing events held at LMS, other than “The Winston”, and IR during the current period. The overall decrease was partially offset by increased attendance at LMS’s NASCAR-sanctioned “The Winston” and to LMS hosting a new NASCAR-sanctioned Craftsman Truck Series race in the current period.

The current period was negatively impacted by poor weather surrounding certain LMS, IR, and TMS racing events, as well as continuing challenges of economic conditions, the Iraq war and code orange terrorism alerts.

Event Related Revenue for the three months ended June 30, 2003 increased by $1.4 million, or 3.0%, over such revenue for the same period in 2002. The increase is due to increased sponsorship, track rentals, motorsports-related merchandise sales and other event related revenues, and to event related revenues associated with LMS hosting a new NASCAR-sanctioned Craftsman Truck Series race in the current period. The overall increase was partially offset by decreased event related revenues associated with lower attendance at NASCAR-sanctioned racing events held at LMS and IR.

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The current period reflects lower corporate suite, hospitality, and other event related revenues as compared to the same period in 2002. Challenging economic conditions, the Iraq war, and code orange terrorism alerts continued to negatively impact event related revenues.

NASCAR Broadcasting Revenue for the three months ended June 30, 2003 increased by $5.4 million, or 16.2%, over such revenue for the same period in 2002. This increase is due to increases in annual contractual broadcast rights fees for NASCAR-sanctioned racing events held in the current period.

Other Operating Revenue for the three months ended June 30, 2003 decreased by $2.4 million, or 22.8%, from such revenue for the same period in 2002. This decrease is due primarily to lower Oil-Chem and non-motorsports related souvenir and merchandising SMIP revenues in the current period. The overall decrease was partially offset by current period revenues of SMIT acquired in November 2002.

Direct Expense of Events for the three months ended June 30, 2003 decreased by $1.3 million, or 4.7%, from such expense for the same period in 2002. This decrease is due to lower operating costs associated with lower attendance at NASCAR-sanctioned racing events held at LMS and IR. The decrease also reflects initial costs associated with IR’s expanded speedway facilities and new naming rights agreement obtained in the same period in 2002. The overall decrease was partially offset by increased operating costs associated with higher motorsports-related merchandise sales and with LMS hosting a new NASCAR-sanctioned Craftsman Truck Series race in the current period.

NASCAR Purse and Sanction Fees for the three months ended June 30, 2003 increased by $3.7 million, or 14.8%, over such expense for the same period in 2002. This increase is due primarily to higher annual contractual race purses and sanctioning fees for NASCAR-sanctioned racing events in the current period.

Other Direct Operating Expense for the three months ended June 30, 2003 decreased by $1.9 million, or 21.8%, from such expense for the same period in 2002. This decrease is due primarily to decreased advertising and operating costs associated with lower Oil-Chem and non-event SMIP souvenir and merchandising sales. The overall decrease was partially offset by operating costs associated with current period revenues of SMIT acquired in November 2002.

General and Administrative Expense for the three months ended June 30, 2003 increased by $579,000, or 3.6%, over such expense for the same period in 2002. This increase is due primarily to increased operating costs associated with growth and expansion at our speedways and operations, and with SMIT acquired in November 2002. The overall increase was partially offset by decreased legal costs associated with the FTC litigation with Oil-Chem, which was settled in March 2003, and with other legal matters.

Depreciation and Amortization Expense for the three months ended June 30, 2003 increased by $589,000, or 7.5%, over such expense for the same period in 2002. This increase is due primarily to increased depreciation expense from additions to property and equipment at our speedways, particularly at BMS and IR.

Interest Expense, Net for the three months ended June 30, 2003 was $6.5 million compared to $5.0 million for the same period in 2002. As discussed further below, interest expense, net for the three months ended June 30, 2003 includes $1.5 million of net interim interest expense on debt redeemed. Excluding such amount, interest expense, net between periods was similar due primarily to the lower interest rate on the Original Notes issued in May 2003 compared to the 8½% Notes and lower average outstanding borrowings under the bank revolving credit facility during the current period, which were offset by lower capitalized interest and lower outstanding notes receivable during the current period. The lower capitalized interest reflects property and equipment related to IR’s expansion and modernization being placed into service in 2002.

Interim interest expense on debt redeemed, net for the three months ended June 30, 2003 of $1.5 million represents interest expense incurred on the 8 ¹/2% Notes between May 16, 2003, issuance date of the Original

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Notes, and June 15, 2003, redemption date of the 8 ¹/2% Notes, net of interest income earned on invested proceeds during the interim period. The Original Notes were issued before redemption of the 8 ¹/2% Notes because of a favorable interest rate environment and required notice of redemption to 8 ¹/2% Note holders by SMI. See Note 4 to the June 30, 2003 Consolidated Financial Statements for additional information.

Loss on Early Debt Redemption and Refinancing of $12.8 million for the three months ended June 30, 2003 represents a charge associated with replacement of the 1999 Credit Facility and issuance of the Original Notes in May 2003, and redemption of the 8 ¹/2% Notes in June 2003 at 104.25% of par value. The net redemption premium, associated unamortized net deferred loan costs, unamortized original issuance premium and gain recognition of a previously deferred cash flow hedge interest rate swap termination and settlement payment, and transaction costs, all associated with the former debt arrangements, and aggregating approximately $12.8 million, before income taxes of $5.0 million, were reflected as a charge to earnings in the second quarter 2003. The charge reduced basic and diluted earnings per share for the three months ended June 30, 2003 by $0.18. See Note 4 to the June 30, 2003 Consolidated Financial Statements for additional information.

Loss on early debt redemption of $1.2 million for the three months ended June 30, 2002 represents a charge associated with our redemption of all outstanding 5 ³/4% convertible subordinated debentures totaling $53,694,000 in April 2002 at 101.64% of par value. The charge consists of redemption premium, associated unamortized net deferred loan costs, and transaction costs. The charge reduced basic and diluted earnings per share for the three months ended June 30, 2002 by $0.02. See Note 4 to the June 30, 2003 Consolidated Financial Statements for additional information.

FTC Refund Claims Settlement for the three months ended June 30, 2003 represents a charge to earnings for refund claims to be paid under a litigation settlement reached between the FTC, SMI and Oil-Chem on March 20, 2003, and associated costs of refund processing. As part of the settlement, SMI and Oil-Chem are offering a pro rata purchase price refund to certain customers who purchased zMax Power System before January 31, 2001. Under the settlement terms, aggregate refunds payable by SMI and Oil-Chem are not to exceed $1.0 million. Based on customer refund requests received to date, management believes such requests will likely exceed the maximum settlement payment. As such, we expect to refund payments aggregating $1.0 million once the customers 180-day deadline for affirmative acceptance of our offer has expired. See Note 7 to the June 30, 2003 Consolidated Financial Statements for additional information.

Other Income, Net. Other income, net for the three months ended June 30, 2003 was $58,000 compared to $268,000 for the same period in 2002. Other income, net for the three months ended June 30, 2002 reflects a gain on disposal of property at TMS. No such gains were recognized in the current period. The remainder of the change was due to a combination of individually insignificant items.

Income Tax Provision. The Company’s effective income tax rate for the three months ended June 30, 2003 and 2002 was 39.3%.

Net Income for the three months ended June 30, 2003 decreased by $8.0 million, or 23.1%, from such income for the same period in 2002. This decrease is due to the factors discussed above.

Six Months Ended June 30, 2003 Compared To Six Months Ended June 30, 2002

Total Revenues for the six months ended June 30, 2003 increased by $11.4 million, or 4.7%, over such revenues for the same period in 2002 for the factors discussed below.

Admissions for the six months ended June 30, 2003 increased by $2.5 million, or 2.7%, over such revenue for the same period in 2002. This increase is due primarily to continued growth in attendance at NASCAR-sanctioned racing events held at BMS and LVMS in the current period, and to LMS hosting a new NASCAR-sanctioned Craftsman Truck Series race in the current period. The overall increase was partially offset by lower

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attendance at NASCAR-sanctioned racing events held at LMS, other than “The Winston”, and IR during the current period.

The current period was negatively impacted by poor weather surrounding certain LMS, IR, and TMS racing events, as well as continuing challenges of economic conditions, the Iraq war and code orange terrorism alerts.

Event Related Revenue for the six months ended June 30, 2003 increased by $3.5 million, or 4.7%, over such revenue for the same period in 2002. This increase is due to increased event related revenues associated with the growth in attendance at NASCAR-sanctioned racing events held at BMS and LVMS in the current period, to increased sponsorship, track rentals, motorsports-related merchandise sales and other event related revenues, and to event related revenues associated with LMS hosting a new NASCAR-sanctioned Craftsman Truck Series race in the current period. The overall increase was partially offset by decreased event related revenues associated with lower attendance at NASCAR-sanctioned racing events held at LMS and IR.

The current period reflects lower corporate suite, hospitality, and other event related revenues as compared to the same period in 2002. Challenging economic conditions, the Iraq war, and code orange terrorism alerts continued to negatively impact event related revenues.

NASCAR Broadcasting Revenue for the six months ended June 30, 2003 increased by $8.8 million, or 16.1%, over such revenue for the same period in 2002. This increase is due to increases in annual contractual broadcast rights fees for NASCAR-sanctioned racing events held in the current period.

Other Operating Revenue for the six months ended June 30, 2003 decreased by $3.5 million, or 16.8%, from such revenue for the same period in 2002. This decrease is due primarily to lower non-motorsports related souvenir and merchandising SMIP and Oil-Chem revenues in the current period. The overall decrease was partially offset by current period revenues of SMIT acquired in November 2002.

Direct Expense of Events for the six months ended June 30, 2003 increased by $1.7 million, or 3.9%, over such expense for the same period in 2002. This increase is due to higher operating costs associated with the growth in attendance at NASCAR-sanctioned racing events held at BMS and LVMS, to higher insurance premium and other costs for property, casualty, liability, and other insurance coverage in the current period, to increased operating costs associated with higher motorsports-related merchandise sales, and to LMS hosting a new NASCAR-sanctioned Craftsman Truck Series race in the current period. The overall increase was partially offset by lower operating costs associated with lower attendance at NASCAR-sanctioned racing events held at LMS and IR, and by the initial costs associated with IR’s expanded speedway facilities and new naming rights agreement reflected in the same period in 2002.

NASCAR Purse and Sanction Fees for the six months ended June 30, 2003 increased by $5.8 million, or 13.8%, over such expense for the same period in 2002. This increase is due primarily to higher annual contractual race purses and sanctioning fees for NASCAR-sanctioned racing events in the current period.

Other Direct Operating Expense for the six months ended June 30, 2003 decreased by $2.0 million or 12.0%, from such expense for the same period in 2002. This decrease is due primarily to decreased operating costs associated with lower non-event SMIP souvenir and merchandising and Oil-Chem sales. The overall decrease was partially offset by operating costs associated with current period revenues of SMIT acquired in November 2002.

General and Administrative Expense for the six months ended June 30, 2003 increased by $973,000, or 3.2%, over such expense for the same period in 2002. This increase is due primarily to increased operating costs associated with growth and expansion at our speedways and operations. The overall increase was partially offset by decreased legal costs associated with the FTC litigation with Oil-Chem which was settled in March 2003.

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Depreciation and Amortization Expense for the six months ended June 30, 2003 increased by $1.1 million, or 7.1%, over such expense for the same period in 2002. This increase is due primarily to increased depreciation expense from additions to property and equipment at our speedways, particularly at BMS and IR.

Interest Expense, Net for the six months ended June 30, 2003 was $11.6 million compared to $10.8 million for the same period in 2002. As discussed further below, interest expense, net for the six months ended June 30, 2003 includes $1.5 million of net interim interest expense on debt redeemed. The overall increase was partially offset by the lower interest rate on the Original Notes issued in May 2003 compared to the 8½% Notes, and lower average outstanding borrowings and interest rates under the bank revolving credit facility during the current period, which were offset by lower capitalized interest and lower outstanding notes receivable during the current period. The lower capitalized interest reflects property and equipment related to IR’s expansion and modernization being placed into service in 2002.

Interim interest expense on debt redeemed, net for the six months ended June 30, 2003 of $1.5 million represents interest expense incurred on the 8 ¹/2% Notes between May 16, 2003, issuance date of the Original Notes, and June 15, 2003, redemption date of the 8 ¹/2% Notes, net of interest income earned on invested proceeds during the interim period. The Original Notes were issued before redemption of the 8 ¹/2% Notes because of a favorable interest rate environment and required notice of redemption to 8 ¹/2% Note holders by SMI. See Note 4 to the June 30, 2003 Consolidated Financial Statements for additional information.

Loss on Early Debt Redemption and Refinancing of $12.8 million for the six months ended June 30, 2003 represents a charge associated with replacement of the 1999 Credit Facility and issuance of the Original Notes in May 2003, and redemption of the 8 ¹/2% Notes in June 2003 at 104.25% of par value. The net redemption premium, associated unamortized net deferred loan costs, unamortized original issuance premium and gain recognition of a previously deferred cash flow hedge interest rate swap termination and settlement payment, and transaction costs, all associated with the former debt arrangements, and aggregating approximately $12.8 million, before income taxes of $5.0 million, were reflected as a charge to earnings in the second quarter 2003. The charge reduced basic and diluted earnings per share for the six months ended June 30, 2003 by $0.18. See Note 4 to the June 30, 2003 Consolidated Financial Statements for additional information.

Loss on early debt redemption of $1.2 million for the six months ended June 30, 2002 represents a charge associated with our redemption of all outstanding 5 ³/4% convertible subordinated debentures totaling $53,694,000 in April 2002 at 101.64% of par value. The charge consists of redemption premium, associated unamortized net deferred loan costs, and transaction costs. The charge reduced basic and diluted earnings per share for the six months ended June 30, 2002 by $0.02. See Note 4 to the June 30, 2003 Consolidated Financial Statements for additional information.

FTC Refund Claims Settlement for the six months ended June 30, 2003 represents a charge to earnings for refund claims to be paid under a litigation settlement reached between the FTC, SMI and Oil-Chem on March 20, 2003, and associated costs of refund processing. As part of the settlement, SMI and Oil-Chem are offering a pro rata purchase price refund to certain customers who purchased zMax Power System before January 31, 2001. Under the settlement terms, aggregate refunds payable by SMI and Oil-Chem are not to exceed $1.0 million. Based on customer refund requests received to date, management believes such requests will likely exceed the maximum settlement payment. As such, we expect to refund payments aggregating $1.0 million once the customers 180-day deadline for affirmative acceptance of our offer has expired. See Note 7 to the June 30, 2003 Consolidated Financial Statements for additional information.

Other Expense (Income), Net. Other expense, net for the six months ended June 30, 2003 was $253,000 compared to other income, net of $277,000 for the same period in 2002. This change is due primarily to recognizing a loss on disposal of equipment damaged at TMS in the current period, and a gain on disposal of

38

property at TMS in the same period in 2002. The remainder of the change was due to a combination of individually insignificant items.

Income Tax Provision. The Company’s effective income tax rate for the six months ended June 30, 2003 and 2002 was 39.3%.

Income From Continuing Operations Before Cumulative Effect of Accounting Change for the six months ended June 30, 2003 decreased by $6.2 million, or 11.9%, from such income for the same period in 2002. This decrease is due to the factors discussed above.

Loss From Operations and Disposal of Discontinued Business of $686,000 for the six months ended June 30, 2002 represents the accounting for our discontinued operations and disposal of SoldUSA in April 2002. Losses from SoldUSA’s discontinued operations were $99,000, after income taxes of $64,000, and losses on disposal were $587,000, after income taxes of $381,000, in the first quarter 2002. See Note 1 to the June 30, 2003 Consolidated Financial statements for additional information.

Cumulative Effect of Accounting Change for Goodwill Impairment of $4.3 million for the six months ended June 30, 2002 represents the cumulative effect, net of income taxes of $297,000, of our assessment that goodwill associated with certain non-motorsports related reporting units was impaired upon adopting SFAS No. 142 “Goodwill and Other Intangible Assets” as of January 1, 2002. See Note 2 to the June 30, 2003 Consolidated Financial Statements for additional information.

Net Income for the six months ended June 30, 2003 decreased by $1.2 million, or 2.6%, from such income for the same period in 2002. This increase is due to the factors discussed above.

Year Ended December 31, 2002 Compared To Year Ended December 31, 2001

Total Revenuesfor 2002 increased by $710,000, or 0.2%, to $376.0 million, over such revenues for 2001. This improvement was due primarily to an increase in admissions and NASCAR broadcasting revenue. Total revenues in 2002, and particularly event related revenue, were significantly affected from reporting operating profits for food, beverage and hospitality catering activities now provided by the Levy Group as net event related revenue and net other operating revenue.

Admissionsfor 2002 increased by $5.0 million, or 3.6%, over such revenue for 2001. The increase was due primarily to higher attendance at NASCAR-sanctioned racing events held at AMS, BMS, IR, LVMS and TMS. The overall increase was partially offset by AMS hosting an IRL racing event, and BMS hosting WOO and UDTRA racing events, in 2001 that were not held in 2002. We discontinued holding these events at our speedways due to insufficient profitability.

Event Related Revenuefor 2002 decreased by $11.1 million, or 8.3%, from such revenue in 2001. This decrease was due primarily to reporting in 2002 the operating profits for food, beverage and hospitality catering activities now provided by the Levy Group as net event related revenue. Revenues and expenses associated with those services previously provided by SMIP in 2001 are included in event related revenue, direct expense of events and general and administrative expense. The decrease also reflects, to a lesser extent, AMS hosting an IRL racing event, and BMS hosting WOO and UDTRA racing events, in 2001 that were not held in 2002.

The overall decrease was partially offset by increased sponsorship revenues associated with the naming rights agreement obtained in 2002 renaming Sears Point Raceway as Infineon Raceway. See Note 1 to the December 31, 2002 Consolidated Financial Statements for additional information.

NASCAR Broadcasting Revenue for 2002 increased by $10.4 million, or 15.5%, over such revenue for 2001. This increase was due to increases in broadcast rights fees for NASCAR-sanctioned racing events held in 2002.

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Other Operating Revenue for 2002 decreased by $3.6 million, or 9.4%, from such revenue in 2001. This decrease was due primarily to reporting in 2002 the operating profits for food, beverage and hospitality catering activities now provided by the Levy Group to third party sports-oriented venues and the TMS Speedway Club as net other operating revenue. Revenues and expenses associated with those services previously provided by SMIP in 2001 are included in other operating revenue, other direct operating expense and general and administrative expense. The decrease was also due to lower MBM and non-motorsports related souvenir and merchandising SMIP revenues in 2002. The overall decrease was partially offset by an increase in Oil-Chem revenues in 2002.

Direct Expense of Events for 2002 decreased by $7.3 million, or 9.5%, from such expense in 2001. This decrease was due primarily to the Levy Group now providing food, beverage and hospitality catering services previously provided by SMIP as described above. The decrease also reflects, to a lesser extent, AMS hosting an IRL racing event, and BMS hosting WOO and UDTRA racing events, in 2001 that were not held in 2002.

The overall decrease was partially offset by significant increases in insurance premium and other costs for property, casualty, liability, and other insurance coverage, resulting after the national incidents on September 11, 2001, for events held in 2002. The overall decrease was also offset by increased operating costs associated with the growth in operations for NASCAR-sanctioned and other racing events held at IR’s newly expanded speedway facilities in the current period.

NASCAR Purse and Sanction Feesfor 2002 increased by $6.7 million, or 12.4%, over such expense for 2001. This increase was due primarily to higher race purses and sanctioning fees for NASCAR-sanctioned racing events.

Other Direct Operating Expensefor 2002 decreased by $4.8 million, or 13.3%, from such expense in 2001. This decrease was due primarily to the Levy Group now providing food, beverage and hospitality catering services previously provided by SMIP as described above, and to decreased operating costs associated with reduced MBM revenues in 2002. The overall decrease was partially offset by higher operating costs associated with increased Oil-Chem revenues in the current period.

General and Administrative Expensefor 2002 decreased by $2.1 million, or 3.5%, from such expense in 2001. This decrease was due primarily to the Levy Group now providing food, beverage and hospitality catering services previously provided by SMIP as described above. The overall decrease was partially offset by increased operating costs associated with growth and expansion at our speedways and operations.

Depreciation and Amortization Expensefor 2002 decreased by $1.0 million, or 3.1%, from such expense in 2001. This decrease was due primarily to the Company ceasing to amortize goodwill and other intangible assets upon adopting SFAS No. 142, “Goodwill and Other Intangible Assets”, as of January 1, 2002. See Note 2 to the December 31, 2002 Consolidated Financial Statements for additional information. Amortization expense for goodwill and other intangible assets amounted to $1.7 million in 2001. The decrease also reflects the sale of certain machinery and equipment to the Levy Group in February 2002. See Notes 2 and 4 to the December 31, 2002 Consolidated Financial Statements for additional information. The overall decrease was partially offset by an increase in depreciation expense from additions to property and equipment at our speedways.

Interest Expense, Netfor 2002 was $21.2 million compared to $24.3 million in 2001. This decrease was due primarily to lower interest rates on our 1999 Credit Facility in 2002 as compared to 2001, and to the redemption of the 5 ³/4% Convertible Subordinated Debentures in April 2002. The overall decrease was partially offset by lower interest rates earned on cash investments and lower outstanding notes receivable in the current period.

Loss on Early Debt Redemptionof $1.2 million in 2002 represents a charge associated with the Company’s redemption of all outstanding 5 ³/4% Convertible Subordinated Debentures totaling $53,694,000 on April 19, 2002 at 101.64% of par value. The charge consists of the redemption premium, associated unamortized net

40

deferred financing costs, and transaction costs. See Notes 2 and 5 to the December 31, 2002 Consolidated Financial Statements for additional information.

Cancelled CART Race Settlement, Netof $1.4 million for 2001 reflects settlement of our legal action against CART for approximately $5.0 million, representing recovery of associated sanction fees, race purse, and various expenses, lost revenues and other damages, net of associated race event costs of approximately $3.6 million. A CART racing event originally scheduled at TMS in April 2001 was not conducted as a result of a decision made by CART’s sanctioning body. See Note 2 to the December 31, 2002 Consolidated Financial Statements for additional information.

Other Expense (Income), Netfor 2002 increased by $5.1 million from income of $2.9 million in 2001 to expense of $2.2 million in 2002. This increase results primarily from gains recognized in 2001 upon expiration of buyer rights under certain TMS condominium sales contracts whereby buyers could require the Company to repurchase a condominium within three years from date of purchase. Recognition of such gains was deferred until the buyer’s right expired. No such gains were recognized in 2002. The change also reflects a charge to earnings of $2.4 million in 2002 for litigation associated with BMS. See Note 9 to the December 31, 2002 Consolidated Financial Statements for additional information. The change also results, to a lesser degree, from lower gains on sales of TMS condominiums in 2002. The overall increase in other expense, net was partially offset by higher gains in 2002 from sales of marketable equity securities and other investments, and reflects loss recognition in 2001 for decreased fair value of certain marketable equity securities.

Income Tax Provision.    The Company’s effective income tax rate for 2002 was 40.9% and for 2001 was 39.3%. As further discussed in Notes 2 and 7 to the December 31, 2002 Consolidated Financial Statements, adoption of SFAS No. 142, “Goodwill and Other Intangible Assets”, resulted in an impairment charge for goodwill associated with a change in accounting principle as of January 1, 2002. The effective tax rate increase for 2002 reflects the non-deductibility of the goodwill impairment charge associated with Oil-Chem for tax reporting purposes, representing a permanent difference for which current or deferred income tax assets or liabilities are appropriately not recognized. As such, no income tax benefit was recognized upon impairment write-off.

Income From Continuing Operations Before Cumulative Effect of Accounting Changein 2002 increased by $2.8 million, or 4.7%, to $61.2 million, over such income in 2001. This increase was due to the factors discussed above.

Loss From Operations and Disposal of Discontinued Businessrepresents the accounting for the Company’s discontinued operations and asset disposal of SoldUSA, an internet auction and e-commerce subsidiary, in April 2002. Losses from SoldUSA’s discontinued operations were $99,000 and $817,000, after income taxes of $64,000 and $529,000, respectively, for 2002 and 2001. Losses on disposal approximating $587,000, after income taxes of $381,000, were recognized in 2002. See Note 1 to the December 31, 2002 Consolidated Financial Statements for additional information.

Cumulative Effect of Accounting Change for Goodwill Impairmentof $4.3 million in 2002 represents the cumulative effect, net of income taxes of $297,000, of the Company’s assessment that goodwill associated with certain non-motorsports related reporting units was impaired upon adopting SFAS No. 142, “Goodwill and Other Intangible Assets”, as of January 1, 2002. See Note 2 to the December 31, 2002 Consolidated Financial Statements for additional information.

Net Incomefor 2002 decreased by $1.4 million, or 2.4%, to $56.2 million, from such income for 2001. This decrease was due to the factors discussed above.

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Year Ended December 31, 2001 Compared To Year Ended December 31, 2000

Total Revenuesfor 2001 increased by $22.0 million, or 6.2%, to $375.3 million, over such revenues for 2000. This improvement was due primarily to an increase in NASCAR broadcasting revenue.

Admissionsfor 2001 decreased by $5.8 million, or 4.1%, from such revenue for 2000. This decrease was due primarily to lower attendance at NASCAR-sanctioned racing events held at LMS, LVMS and TMS, an IRL racing event held at TMS, and WOO and UDTRA racing events held at BMS. The overall decrease was partially offset by increased admissions at NASCAR-sanctioned racing events held at BMS and IR. In 2001, admissions were negatively impacted by a convergence of factors including challenging economic conditions, public concerns over additional incidents similar to September 11, 2001 and air travel, and an early substantial lead in and winning of the Winston Cup Series points race. Admissions from corporate customers were negatively impacted more than individual customers.

Event Related Revenuefor 2001 decreased by $1.0 million, or 0.8%, from such revenue for 2000. The decrease was due to lower corporate suite rental, hospitality and other event related revenues, and decreased concession sales associated with lower attendance in 2001. The decrease was also due to an IRL racing event hosted at LVMS in 2000 which was not held in 2001. In 2001, challenging economic conditions, public concerns over additional incidents and air travel, and an early substantial lead in and winning of the Winston Cup Series points race, negatively impacted attendance with resulting effects on event related revenues. Similar to admission revenues, event related revenues from corporate customers were negatively impacted more than individual customers.

NASCAR Broadcasting Revenuefor 2001 increased by $38.2 million, or 130.4%, over such revenue for 2000. This increase was due to increases in broadcast rights fees for NASCAR-sanctioned racing events held in 2001.

Other Operating Revenuefor 2001 decreased by $9.3 million, or 19.7%, from such revenue for 2000. This decrease was due primarily to decreased Oil-Chem revenues associated with reduced advertising while FTC litigation with Oil-Chem continued, and to decreased Legends Car, MBM, and certain SMIP outside venue revenues.

Direct Expense of Eventsfor 2001 decreased by $2.5 million, or 3.1%, from such expense for 2000. The decrease was due to decreased operating costs associated with lower attendance, including related decreases in concession sales. The overall decrease was partially offset by the restructured IRL racing event at AMS whereby net event results were included in event related revenue in 2000, and higher advertising and other promotional costs for events held in 2001 as compared to 2000. As a percentage of admissions and event related revenues combined, direct expense of events was 28.4% in 2001 and 28.6% in 2000.

NASCAR Purse and Sanction Feesfor 2001 increased by $16.3 million, or 42.7%, over such expense for 2000. This increase was due primarily to higher race purses and sanctioning fees for NASCAR-sanctioned racing events.

Other Direct Operating Expensefor 2001 decreased by $7.9 million, or 18.1%, from such expense for 2000. This decrease was due primarily to reduced advertising while FTC litigation with Oil-Chem continued, and to decreased operating and advertising costs associated with reduced Oil-Chem, Legends Car, MBM and certain SMIP outside venue revenues.

General and Administrative Expensefor 2001 increased by $7.3 million, or 14.1%, over such expense for 2000. This increase was attributable to increases in operating costs associated with the growth and expansion at our speedways and operations, and to legal costs associated with the FTC litigation with Oil-Chem and other legal matters. As a percentage of total revenues, general and administrative expense was 15.8% in 2001 and 14.7% in 2000.

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Depreciation and Amortization Expensefor 2001 increased by $2.2 million, or 7.1%, over such expense for 2000. This increase results primarily from additions to property and equipment at our speedways.

Interest Expense, Netfor 2001 was $24.3 million compared to $27.1 million for 2000. This decrease was due primarily to lower interest rates on our existing revolving credit facility, a reduction in our outstanding Convertible Subordinated Debentures, and to higher interest income earned on larger cash investments in 2001. The overall decrease was offset by lower capitalized interest in 2000.

Cancelled CART Race Settlement, Netof $1.4 million for 2001 represents settlement of our legal action against CART for approximately $5.0 million, representing recovery of associated sanction fees, race purse, and various expenses, lost revenues and other damages, net of associated race event costs of approximately $3.6 million. A CART racing event originally scheduled at TMS in April 2001 was not conducted as a result of a decision made by CART’s sanctioning body. See Note 2 to the December 31, 2002 Consolidated Financial Statements for additional information.

Concession Contract Rights Resolutionof $3.2 million for 2000 represents costs to reacquire the contract rights to provide event food, beverage and souvenir merchandising services at IR from a previous provider whose original contract term expired in 2004, including legal and other transaction costs. We anticipate the present value of estimated net future benefits under the contract rights as of the resolution date exceeded its costs. See Note 2 to the December 31, 2002 Consolidated Financial Statements for additional information.

Other Incomefor 2001 increased by $1.0 million, to $2.9 million, over such income for 2000. This increase results primarily from gains recognized upon expiration in 2001 of buyer rights under certain TMS condominium sales contracts whereby buyers could require our repurchase within three years from date of purchase. Recognition of such gains was deferred until the buyer’s right expired. The increase was also due to larger gains on TMS condominium sales in 2001. The overall increase was partially offset by lower gains from sales of marketable equity securities and other investments, from loss recognition for decreased fair value of certain marketable equity securities, and from gains on repurchases of convertible debentures in 2000.

Income Tax Provision.    Our effective income tax rate was 39.3% for both 2001 and 2000.

Income From Continuing Operations Before Cumulative Effect of Accounting Changefor 2001 increased by $8.9 million, or 18.1%, to $58.4 million, over such income for 2000. This increase was due to the factors discussed above.

Loss From Operations and Disposal of Discontinued Businessrepresents the accounting for the Company’s discontinued operations and disposal of SoldUSA in April 2002. Losses from SoldUSA’s discontinued operations were $817,000 and $1.3 million, after income taxes of $529,000 and $870,000, respectively, for 2001 and 2000. See Note 1 to the December 31, 2002 Consolidated Financial Statements for additional information.

Cumulative Effect of Accounting Changefor Club Membership Fees of $1.3 million for 2000 represents the cumulative effect, net of income taxes of $824,000, as of January 1, 2000, of our change in revenue recognition policies for Speedway Club membership fees. Net revenues from membership fees previously were recognized as income when billed and associated expenses were incurred. Under the new method, net membership revenues are deferred when billed and amortized into income over ten years.

Net Incomefor 2001 increased by $10.7 million, or 22.9%, to $57.6 million, over such income for 2000. This increase was due to the factors discussed above.

Seasonality and Quarterly Results

We sometimes produce minimal operating income or losses during our third quarter when we host only one major NASCAR race weekend. Concentration of racing events in any particular future quarter, and the growth in

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our operations with attendant increases in overhead expenses, may tend to increase operating losses or minimize operating income in respective future quarters. Racing schedules may be changed from time to time which can lessen the comparability of operating results between quarters of successive years and increase or decrease the seasonal nature of our motorsports business.

The more significant racing schedule changes that have occurred during the last three years include the following:

• AMS hosted an IRL event in the second quarter 2001 which was held in the third quarter 2000, and was not held in 2002. The third quarter 2000 IRL event at AMS was hosted under a restructured sanctioning agreement whereby net event results were included in event related revenue. The second quarter 2001 IRL event results are included in admissions and event related revenues and direct expense of events.

• BMS hosted NASCAR Winston Cup and Busch Series racing events in the first quarter 2002 which were held in the second quarter 2001.

• BMS hosted WOO and UDTRA Pro Dirt Car Series racing events in the second quarter 2001 which were not held in 2002.

• BMS hosted a major NHRA-sanctioned Nationals racing event in the second quarter 2001 which was held in the third quarter 2000.

• An IRL racing event hosted by LVMS in the second quarter 2000, whereby net events results were included in event related revenue, was not held in 2001.

• TMS hosted NASCAR Craftsman Truck and IRL Series racing events in the third quarter 2002 which were held in the fourth quarter 2001.

The results of operations for the six months ended June 30, 2003 and 2002 are not indicative of results that may be expected for the entire year because of the seasonality discussed above.

Set forth below is certain comparative summary information with respect to our scheduled major NASCAR-sanctioned racing events for 2003 and 2002:

	Number of scheduled major NASCAR-sanctioned events
	2003	2002
1st Quarter	5	5
2nd Quarter	6	6
3rd Quarter	2	2
4th Quarter	4	4
Total	17	17

We currently recognize revenues and operating expenses for all events in the calendar quarter in which conducted except for major NASCAR and other sanctioned racing events which occur on the last full weekend of a calendar quarter. When major racing events occur on the last full weekend of a calendar quarter, the race event revenues and operating expenses are recognized in the current or immediately succeeding calendar quarter that corresponds to the calendar quarter of the prior year in which the same major racing event was conducted.

Beginning in 2004, we intend to recognize revenues and operating expenses for all events in the calendar quarter in which conducted—including major NASCAR and other sanctioned racing events—because of the frequency of changes in race schedules in recent years. This change will have no impact on the reporting of full year operating results.

A major NASCAR-sanctioned racing event, consisting principally of one NASCAR Winston Cup and one Busch Series race, held at TMS on the weekend of March 29-30, 2003 was held last year on the weekend of April

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6-7, 2002. Accordingly, the revenues and operating expenses of the 2003 race event were recognized in the second quarter 2003 corresponding with those of the 2002 race event recognized in the second quarter 2002.

Near-term Operating Factors

There are many factors that affect our growth potential, future operations and financial results, including some of the following operating factors:

Current Operating Trends.    The national incidents of September 11, 2001 and military actions in Iraq in 2003 have raised a combination of operating factors never before encountered, including public concerns regarding air travel, military actions, and additional national or local catastrophic incidents. These factors, in an already challenging economy, are affecting consumer and corporate spending sentiment. Economic conditions and the competitiveness of racing can affect ticket and other sales. We believe long-term ticket demand, including corporate marketing and promotional spending, should continue to grow. However, near-term ticket sales, particularly to corporate customers, and suite rentals, hospitality and other event revenues have been, and may continue to be, adversely impacted by these and other factors. We have decided not to increase many ticket and concession prices at least for 2003 to help foster fan support and mitigate any near term weakness.

NASCAR Broadcasting Rights Agreement.    Fiscal 2003 is our third year under the multi-year consolidated domestic television broadcast rights agreement for NASCAR Winston Cup and Busch Series events. The agreement is expected to provide us with future increases in contracted broadcasting revenues. Total revenues under this domestic broadcast rights agreement, based on the current race schedule, is contracted to be approximately $90 million in 2003, reflecting an increase of approximately $12 million over 2002. For additional information about this broadcasting rights agreement, see “Business—General Overview—Television Broadcasting Rights.” While this long-term rights agreement will likely result in annual revenue increases over the contract period, associated annual increases in purse and sanction fees paid to NASCAR have increased, and may continue to increase, at a relatively higher rate. Purse and sanction fees are negotiated with NASCAR on an annual basis.

Insurance Coverage.    Heightened concerns and challenges regarding property, casualty, liability, business interruption, and other insurance coverage have resulted after the national incidents on September 11, 2001 and incidents similar to the pedestrian bridge collapse at LMS in 2000. It has become increasingly difficult to obtain high policy limits of coverage at reasonable costs, including coverage for acts of terrorism. We have a material investment in property and equipment at each of our six speedway facilities, generally located near highly populated cities, and which hold motorsports events typically attended by large numbers of fans. These operational, geographical, and situational factors, among others, have resulted in significant increases in insurance premium costs in fiscal 2002 and 2003, and further increases are possible. While we believe we have reasonable policy limits of property, casualty, liability, and business interruption insurance in force, including coverage for acts of terrorism, we can not guarantee that such coverage would be adequate under the circumstances should one or multiple catastrophic events occur. The occurrence of such an incident or incidents at any of our speedway facilities could have a material adverse effect on our financial position and future results of operations if asset damage and/or Company liability were to exceed insurance coverage limits. The occurrence of additional national incidents, and particularly incidents at sporting event, entertainment or other public venues, may significantly impair our ability to obtain such insurance coverage in the future.

Litigation Costs.    As discussed in Note 9 to the December 31, 2002 Consolidated Financial Statements and Note 7 to the June 30, 2003 Consolidated Financial Statements, we are involved in various litigation for which significant legal costs were incurred in fiscal 2002, particularly associated with the FTC litigation with Oil-Chem. While we settled the FTC Litigation with Oil-Chem in March 2003, we have other ongoing litigation. We intend to defend vigorously against the claims raised in existing legal actions, and we will likely incur significant legal costs in fiscal 2003. Although such legal costs in 2003 are expected to decline due to the settlement of the FTC Litigation and expected or completed resolution of other legal matters, we are presently

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unable to quantify the amount of these expected legal costs. New or changes in pending or threatened legal action against us could result in further increases in legal costs.

Senior Subordinated Notes Redemption and Bank Credit Facility Replacement.    On June 15, 2003, we redeemed and retired all outstanding 8½% Notes with proceeds from the issuance of the Original Notes and the 2003 Credit Facility and from cash and cash equivalents on hand. The proceeds from the Original Notes, along with the 2003 Credit Facility and cash and cash equivalents on hand, were used to repay and retire then outstanding borrowings under the 8½% Notes and 1999 Credit Facility, fund redemption premium, accrued interest, commissions, fees and other transaction costs, and will be used to fund capital expenditures and for working capital needs. The net redemption premium, associated unamortized net deferred loan costs, unamortized original issuance premium and gain recognition of a previously deferred interest rate swap payment, and transaction costs, all associated with the prior debt arrangements, aggregated approximately $7.8 million, after income taxes of $5.0 million, and were reflected as a charge to earnings in the second quarter 2003. The charge reduced second quarter 2003 basic and diluted earnings per share by $0.18.

Significant Factors in 2002

The following are significant factors that affected our financial condition and results of operations in the year ended December 31, 2002.

General Factors.    Operating results for fiscal 2002 were negatively impacted by public concerns over travel, difficult economic conditions and national security incidents. Reduced consumer and corporate spending at several of our major racing events negatively impacted attendance with related effects on event related revenue.

Complaint Against Oil-Chem Research Corp.    On January 31, 2001, the FTC filed a complaint against SMI and Oil-Chem seeking a judgment to enjoin SMI and Oil-Chem from advertising zMax Power System for use in motor vehicles and to award equitable relief to redress alleged injury to consumers. See Note 9 to the December 31, 2002 Consolidated Financial Statements for additional information on this legal matter. We incurred significant legal expenses in defending against this FTC action in 2002. On March 20, 2003, a settlement was reached resolving all FTC claims against SMI and Oil-Chem without any admission of liability by SMI and Oil-Chem. The FTC staff has confirmed the advertising claims SMI and Oil-Chem may make going forward and indicated that no compliance action would be merited as a result of such advertising claims. In order to avoid protracted litigation with the FTC, SMI and Oil-Chem, as a part of the settlement, are offering a pro rata purchase price refund to certain customers who purchased zMax Power System before January 31, 2001. Under the terms of the settlement, the aggregate refund amount to be paid by SMI and Oil-Chem if all customers accept refund payments is not to exceed $1.0 million. Based on customer refund requests received to date, we believe such requests will likely exceed the maximum settlement payment. As such, we expect to refund payments aggregating $1.0 million. A charge to earnings was reflected in the second quarter 2003 of $1.1 million pre-tax, or $693,000 after income taxes, for the FTC refund claims settlement and associated costs of refund processing. See Note 7 to the June 30, 2003 Consolidated Financial Statements for additional information.

Complaint Against Bristol Motor Speedway.    On February 8, 2000, Robert L. “Larry” Carrier filed a lawsuit against SMI and BMS in the Chancery Court for Sullivan County, Tennessee. This suit alleged that SMI and BMS interfered with the use of a leasehold property rented to the plaintiff by BMS. The complaint sought compensatory and punitive damages as well as injunctive relief. On October 11, 2002, the trial court entered a judgment against SMI and BMS for approximately $1.4 million in damages plus costs. On February 19, 2003, the court entered into an amended judgment awarding approximately $2.4 million to the plaintiff, and awarding BMS exclusive possession of the leased premises. A charge to earnings of approximately $2.4 million was reflected in 2002 for the litigation. See Note 9 to the December 31, 2002 Consolidated Financial Statements for additional information on this legal matter. SMI, BMS and the plaintiff have appealed this judgment. We believe that the plaintiff’s claim is without merit and intend to pursue our rights to appeal vigorously.

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Long-Term Management Contract and Asset Sale.    In February 2002, certain SMI subsidiaries and the Levy Group consummated a long-term food and beverage management agreement and an asset purchase agreement. The Levy Group has exclusive rights to provide on-site food, beverage, and hospitality catering services for essentially all events and operations of our six speedways and other outside venues beginning February 2002. These services were previously provided by our SMIP subsidiary. This new management agreement affects our reporting of operating profits associated with food, beverage and hospitality catering activities. Beginning in 2002, we now report operating profits from such activities provided by the Levy Group as net event related revenue and other operating revenue. For periods before 2002, revenues and expenses associated with those services previously provided by SMIP are included in event related revenue, other operating revenue, direct expense of events, other direct operating expense and general and administrative expense. See Notes 2 and 4 to the December 31, 2002 Consolidated Financial Statements for additional information on the transaction.

Discontinued Operations and Disposal of Business.    In March 2002, the Company committed to a formal plan to discontinue and dispose of the operations of SoldUSA due to continuing difficult market conditions for internet auction and e-commerce companies. The disposal occurred in the second quarter 2002. See Notes 1 and 2 to the December 31, 2002 Consolidated Financial Statements for additional information on the disposal of SoldUSA.

Early Redemption of Convertible Subordinated Debentures.    On April 19, 2002, we redeemed all outstanding 5 ³/4% Convertible Subordinated Debentures aggregating $53.7 million at 101.64% of par value. At March 31, 2002, 1,726,000 shares of common stock would have been issuable upon conversion. Management, including the Board of Directors, believes redemption was in our long-term interest and an appropriate use of available funds. Redemption reduces future interest expense and eliminates the associated dilution effect on earnings per share, and was funded entirely from available cash and cash investments on hand. As such, cash and cash investments and long-term debt were reduced by approximately $53.7 million upon redemption, excluding redemption premium, accrued interest and transaction costs. The redemption premium, associated unamortized net deferred loan costs, and transaction costs totaling approximately $1.2 million pre-tax, or $751,000 after income taxes, was reflected as a charge to earnings in 2002. No amounts were borrowed under the 1999 Credit Facility to fund the redemption.

Declaration of Initial Cash Dividend.    On October 7, 2002, our Board of Directors approved an initial annual cash dividend of $0.30 per share of common stock, which aggregated approximately $12.7 million paid on November 14, 2002 to shareholders of record as of October 31, 2002.

Liquidity and Capital Resources

We have historically met our working capital and capital expenditure requirements through a combination of cash flows from operations, bank borrowings and other debt and equity offerings. We expended significant amounts of cash in 2002 and in the six months ended June 30, 2003 for improvements and expansion at our speedway facilities. Significant changes in our financial condition and liquidity during 2002 resulted primarily from:

(1) net cash generated by operations amounting to $136.6 million;

(2) capital expenditures amounting to $67.0 million;

(3) proceeds from sale of property to the Levy Group amounting to $10.0 million;

(4) redemption of Convertible Subordinated Debentures totaling $53.7million;

(5) an increase in deferred race event revenue amounting to $14.0 million; and

(6) payment of an initial annual cash dividend amounting to $12.7 million.

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Significant changes in our financial condition and liquidity during the six months ended June 30, 2003 resulted primarily from:

(1) net cash generated by operations amounting to $61.3 million, including a decrease in deferred race event revenue amounting to $24.6 million and an increase in accrued income taxes of $26.2 million;

(2) cash outlays for payments of debt redemption premium and debt issuance costs of $19.2 million; and

(3) cash outlays for capital expenditures amounting to $37.8 million.

At December 31, 2002, we had cash and cash equivalents totaling $112.6 million and had $90.0 million in outstanding borrowings under our $250.0 million 1999 Credit Facility. At June 30, 2003, we had cash and cash equivalents totaling $142.3 million and had $80.0 million in outstanding borrowings under our $250.0 million 2003 Credit Facility. The Convertible Subordinated Debentures redemption and annual cash dividend in 2002 were paid using available cash and cash equivalents. At December 31, 2002 and June 30, 2003, net deferred tax liabilities totaled $122.6 million and $121.7 million. While primarily representing the tax effects of temporary differences between financial and income tax bases of assets and liabilities, the likely future reversal of net deferred income tax liabilities could negatively impact cash flows from operations in the years in which reversal occurs. Cash flows from operations in the second quarter 2003 compared to 2002 were significantly impacted by higher decreases in deferred race event income in 2003 due primarily to advance food and beverage sales commissions received from the Levy Group in 2002 and changes in billing and payment timing and terms on advance ticket sales, suite rentals and other event related items.

We had the following contractual cash obligations and other commercial commitments as of June 30, 2003:

	Payments Due By Period
	Total		Current		1-3 Years		3-5 Years		Thereafter
	(In thousands)
Contractual Cash Obligations
Current liabilities, excluding current maturities of long-term debt and deferred race event income	$	66,434	$	66,434		—		—		—
Long-term debt, including current maturities		360,166		143	$	23	$	130,000	$	230,000
Payable to affiliate		2,594		—		—		—		2,594
Other liabilities		2,049		—		—		—		2,049
Operating leases		3,456		442		1,176		1,176		662
Total Contractual Cash Obligations	$	434,699	$	67,019	$	1,199	$	131,176	$	235,305
	Commitment Expiration By Period
	Total		Current		1-3 Years		3-5 Years		Thereafter
	(In thousands)
Other Commercial Commitments
Letters of credit,
Total Other Commercial Commitments	$	814	$	814		—		—		—

We presently do not have any significant off balance sheet obligations, guarantees, commitments or other contractual cash obligations or other commercial commitments.

Until May 16, 2003, we had the 1999 Credit Facility, provided by a syndicate of banks led by Bank of America, N.A. as an agent and lender, with an overall borrowing limit of $250.0 million, a sub-limit of $10.0 million for standby letters of credit, an unused commitment fee of 0.2%, scheduled maturity in May 2004, and was secured by pledged capital stock and other equity interests of all of our operative subsidiaries except Oil-

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Chem. Interest on borrowings under the 1999 Credit Facility was based, at our option, upon (i) LIBOR plus 0.75% to 1.25% or (ii) the greater of Bank of America’s prime rate or the Federal Funds rate plus 0.5%.

Refinancing of Senior Subordinated Debt and Bank Credit Facility.    On May 16, 2003, we issued $230.0 million in aggregate principal amount of 6 ³/4% Senior Subordinated Notes due 2013, which are the Original Notes subject to the exchange offer. Concurrent with the issuance of the Original Notes, we refinanced our 1999 Credit Facility with the 2003 Credit Facility. The net proceeds from the Original Notes, together with borrowings under the 2003 Credit Facility and cash and cash equivalents on hand, were used to (1) fully redeem on June 15, 2003 our $250.0 million in aggregate principal amount 82% Notes, including the payment of redemption premium and accrued interest, (2) refinance borrowings under the 1999 Credit Facility, and (3) pay related fees and expenses associated with the redemption and refinancing. The refinancing of the 1999 Credit Facility and the 8 ¹/2% Notes extended our senior and subordinated debt maturities, and management believes the refinancings provide additional financial and operational flexibility.

Management, including the Board of Directors, believes such debt redemption and replacement transactions are in our long-term interest based on the current favorable interest rate environment and the scheduled maturity of the 1999 Credit Facility in May 2004. All borrowings outstanding under the 8 ¹/2% Notes and 1999 Credit Facility have been replaced and funded with the issuance of new long-term debt. The net redemption premium, associated unamortized net deferred loan costs, unamortized original issuance premium and gain recognition of a previously deferred interest rate swap payment, and transaction costs, all associated with the existing debt arrangements, are estimated to aggregate approximately $7.8 million, after income taxes of $5.0 million, and is reflected as a charge to earnings in the second quarter 2003. The charge reduced second quarter 2003 basic and diluted earnings per share by $0.18.

Approximately $6.5 million of available cash and cash equivalents was used to fund the redemption premium and accrued interest on the 8 ¹/2% Notes and pay related commissions, fees and expenses associated with the Original Notes and 2003 Credit Facility. The Original Notes were issued at par, and net proceeds after commissions and fees approximate $224.2 million. Such proceeds, along with borrowings of $50.0 million under the replacement Revolving Facility and the new $50.0 million Term Loan, and cash and cash equivalents on hand were used to repay and retire then outstanding borrowings under the 8 ¹/2% Notes and 1999 Credit Facility. At June 30, 2003, we had $130.0 million in outstanding borrowings under the 2003 Credit Facility and the ability to borrow an additional $170.0 million under the Revolving Facility.

6 ³/4% Senior Subordinated Notes Due 2013.    The Notes mature on June 1, 2013 and pay interest semi-annually on June 1 and December 1, commencing on December 1, 2003. The Notes are guaranteed on a senior subordinated basis by all of our operative subsidiaries except for Oil-Chem. On or after June 1, 2008, we may redeem some or all of the Notes at any time at annually declining redemption premiums. On or before June 1, 2006, we may redeem up to 35% of the Notes with the proceeds from certain equity offerings at a redemption premium. If we experience certain changes of control, we must offer to repurchase the Notes at 101% of the aggregate principal amount plus accrued and unpaid interest. The indenture governing the Notes, among other things, restricts our ability to: incur additional debt; pay dividends and make distributions; incur liens; make specified types of investments; apply net proceeds from certain asset sales; engage in transactions with our affiliates; merge or consolidate; restrict dividends or other payments from subsidiaries; sell equity interest of subsidiaries; and sell, assign, transfer, lease, convey or dispose of assets.

2003 Credit Facility.    The 2003 Credit Facility is a senior Revolving Facility and Term Loan provided by a syndicate of banks led by Bank of America, N.A. as an agent and lender. The Revolving Facility provides for borrowings in an aggregate principal amount of up to $250.0 million, and includes a sub-limit of $10.0 million for the issuance of standby letters of credit and a sub-limit of $10.0 million for borrowings under short-term swing line loans. The Term Loan is in the aggregate principal amount of $50.0 million.

Amounts outstanding under the 2003 Credit Facility bear interest at a rate based, at our option, upon (1) LIBOR plus a margin ranging from 1.5% to 2.5%, as adjusted from time to time in accordance with the terms of

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the 2003 Credit Facility, or (2) the greater of (A) Bank of America’s prime rate or (B) the Federal Funds rate plus 0.5%. The 2003 Credit Facility adjusts the margin applicable to the LIBOR borrowings based upon certain ratios of funded debt to EBITDA, as defined in the 2003 Credit Facility. The 2003 Credit Facility matures in May 2008. Proceeds from the 2003 Credit Facility were used, among other things, to repay outstanding amounts at May 16, 2003 under our 1999 Credit Facility, and fund, together with proceeds of the sale of the Original Notes, the redemption price payable upon our June 15, 2003 redemption in full of all $250.0 million in aggregate principal amount of our 8 ¹/2% Notes.

Loans made pursuant to the Revolving Facility may be borrowed, repaid and reborrowed from time to time until the fifth anniversary of the establishment of the 2003 Credit Facility subject to satisfaction of certain conditions on the date of any such borrowing. The Term Loan principal will be amortized by quarterly payments beginning in 2004 through final maturity in 2008. Aggregate loan year amortization payments are expected to be as follows:

• $6.25 million in 2004-05;

• $12.5 million in 2005-06;

• $12.5 million in 2006-07; and

• $18.75 million in 2007-08.

In addition, the 2003 Credit Facility requires prepayment upon certain events.

The 2003 Credit Facility contains a number of financial, affirmative and negative covenants that regulate our operations. Financial covenants require maintenance of ratios of funded debt to EBITDA, funded senior debt to EBITDA and EBIT to interest expense and dividends, and require us to maintain a minimum net worth. Negative covenants restrict, among other things, the incurrence and existence of liens, the making of investments, “restricted payments,” including equity and debt security repurchases, capital expenditures, transactions with affiliates, acquisitions, sales of assets, and the incurrence of debt.

The 2003 Credit Facility contains customary event of default provisions, including defaults resulting from:

• nonpayment of principal, interest or fees;

• violation of covenants (with applicable cure periods);

• inaccuracy of representations and warranties;

• cross-default to material contracts and indebtedness, including the Notes;

• bankruptcy or insolvency;

• material judgments;

• ERISA matters;

• actual or claimed invalidity of loan documentation or security interests; and

• certain changes in control.

Indebtedness under the 2003 Credit Facility is guaranteed by each of our operative domestic subsidiaries, except Oil-Chem, and is secured by a pledge of all our guaranteeing subsidiaries’ capital stock and limited liability company interests, as the case may be. See “Description of Certain Indebtedness.”

Future Liquidity.    We anticipate that cash from operations, funds available through the 2003 Credit Facility and proceeds from the sale of the Original Notes offering will be sufficient to meet our operating needs through at least through June 2004, including planned capital expenditures at our speedway facilities and the payment of any future dividends that may be declared. Based upon anticipated future growth and

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financing requirements, we expect that we will, from time to time, engage in additional financing of a character and in amounts to be determined. We may, from time to time, redeem or retire our debt securities, and purchase our debt and equity securities, depending on liquidity and prevailing market conditions, as well as such factors as permissibility under the 2003 Credit Facility and the indenture governing the Notes, and as our Board of Directors, in its sole discretion, may consider relevant. While we expect to continue to generate positive cash flows from our existing speedway operations, and have generally experienced improvement in our financial condition, liquidity and credit availability, additional liquidity resources, as well as possibly others, could be needed to fund our continued growth, including the continued expansion and improvement of our speedway facilities.

Capital Expenditures

Significant growth in our revenues depends, in large part, on consistent investment in facilities. We expect to continue to make substantial capital improvements in our facilities to meet increasing demand and to increase revenue. Currently, a number of significant capital projects are underway.

2002 Projects.    In 2002, we substantially completed our multi-year major renovation of IR, including reconfiguration and modernization into a “stadium-style” road racing course, adding approximately 47,000 new permanent seats and 16 new luxury suites. IR’s new raceway facilities feature underground pedestrian tunnels, hillside terrace seats, an enlarged pit road, a world-class 16-turn, three-quarter mile karting center and an expanded motorsports industrial park. We also widened certain front-stretch concourses at LMS to improve spectator convenience and accessibility. In 2002, we continued to improve and expand on-site roads and available parking, and reconfigure traffic patterns and entrances to ease congestion and improve traffic flow, as well as further expand concessions, restroom and other fan amenities for the convenience, comfort and enjoyment of fans at each of our speedways. Our 2002 capital expenditures aggregated $67.0 million.

2003 Projects.    At June 30, 2003, we had various construction projects underway to increase and improve facilities for fan amenities and other site improvements at our speedways. Our multi-year reconfiguration and modernization of IR was substantially finished in 2002, with completion presently scheduled for 2004. In March 2003, we completed construction at BMS of approximately 43,000 new permanent grandstand seats for a net increase of approximately 10,000, including 52 new luxury suites, featuring new stadium-style seating, outstanding views, convenient elevator access and popular food courts. In 2003, we began construction at LVMS of approximately 15,000 new permanent seats, completion of which is presently scheduled for 2004. Similar to prior years, we plan to continue expanding concessions, restrooms and other fan amenities for the convenience, comfort and enjoyment of fans at several of our speedways. We also plan to continue improving and expanding on-site roads and available parking, reconfiguring traffic patterns and entrances to ease congestion and improve traffic flow particularly at IR, and at our other speedways.

The estimated aggregate cost of capital expenditures in 2003 will approximate $60 to $65 million. Numerous factors, many of which are beyond our control, may influence the ultimate costs and timing of various capital improvements at our facilities, including:

• undetected soil or land conditions;

• additional land acquisition costs;

• increases in the cost of construction materials and labor;

• unforeseen changes in design;

• litigation, accidents or natural disasters affecting the construction site; and

• national or regional economic changes.

In addition, the actual cost could vary materially from our estimates if our assumptions about the quality of materials or workmanship required or the cost of financing such construction were to change. Construction is

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also subject to state and local permitting processes, which if changed, could materially affect the ultimate cost and timing of construction.

We also continually evaluate new opportunities that will add value for our stockholders, including the acquisition and construction of new speedway facilities, the expansion and development of our existing Legends Cars and Oil-Chem products and markets and the expansion into complementary businesses.

Dividends

Any decision concerning the payment of common stock dividends depends upon our results of operations, financial condition and capital expenditure plans, as well as such factors as permissibility under the 2003 Credit Facility and the New Notes and as the Company’s Board of Directors, in its sole discretion, may consider relevant. The 2003 Credit Facility allows payment of dividends up to $17.5 million annually. On October 7, 2002, the Company’s Board of Directors approved an initial annual cash dividend of $0.30 per share of common stock, or approximately $12.7 million in aggregate, payable on November 14, 2002 to shareholders of record as of October 31, 2002.

Critical Accounting Policies and Accounting Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the financial statement date, and reported amounts of revenues and expenses, including amounts that are susceptible to change. Our critical accounting policies include accounting methods and estimates underlying such financial statement preparation, as well as judgments and uncertainties affecting the application of those policies. In applying critical accounting policies and making estimates, materially different amounts or results could be reported under different conditions or using different assumptions. The following discussion and analysis should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk,” and the December 31, 2003 Consolidated Financial Statements, including the accompanying notes, incorporated by reference into this prospectus. While we believe the accounting estimates discussed below are significant to our financial statements and disclosures, none are considered critical. We believe our critical accounting policies, including amounts involving significant estimates, uncertainties and susceptibility to change include the following:

Legal Proceedings and Contingencies.    As discussed in Note 9 to the December 31, 2002 Consolidated Financial Statements, we are involved in various legal matters and we intend to continue to defend ourselves in existing legal actions in fiscal 2003. We use a combination of insurance and self-insurance to manage various risks associated with our speedway and other properties and motorsports events, as discussed above in “—Near-term Operating Factors—Insurance Coverage,” and other business risks. We accrue a liability for contingencies if the likelihood of an adverse outcome is probable and the amount is estimable. We take insurance coverage into account in determining our liability reserves. In 2002, we recorded a charge to earnings of approximately $2.4 million for litigation associated with certain leased property located at BMS. In the second quarter 2003, a charge to earnings of $1.1 million pre-tax, or $693,000 after income taxes, was reflected for the FTC refund claims settlement and associated costs of refund processing. The likelihood of an adverse outcome and estimation of amounts are assessed using legal counsel on matters related to litigation, outside consultants, historical trends, and assumptions and other information available at the time of assessment. We believe amounts requiring accrual are properly reflected in the accompanying financial statements. We do not believe the outcome of the lawsuits, incidents or other legal or business risk matters, will have a material adverse effect on our financial position or future results of operations. However, new or changes in pending or threatened legal action or claims against us, if significantly negative or unfavorable, could have a material adverse effect on the outcome of these matters and our financial condition or future results of operations.

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Recoverability of Property and Equipment and Goodwill and Other Intangible Assets.    We have net property and equipment of $857.1 million, and net goodwill and other intangible assets of $52.0 million, as of December 3l, 2002. As discussed in “Recently Issued Accounting Standards” below and Note 2 to the December 31, 2002 Consolidated Financial Statements, we adopted SFAS No. 142, “Goodwill and Other Intangible Assets”, under which we assessed initial impairment under transitional rules as of January 1, 2002. The cumulative effect of the accounting change for goodwill impairment associated with certain non-motorsports related reporting units reduced fiscal year 2002 net income approximately $4.3 million, net of income taxes of $297,000. We periodically evaluate long-lived assets for possible impairment based on expected future undiscounted operating cash flows and profitability attributable to such assets or when indications of possible impairment occur in accordance with the provisions of SFAS No. 144, “Accounting for Impairment or Disposal of Long-lived Assets.” The evaluation is subjective and based on conditions, trends and assumptions existing at the time of evaluation. While we believe no impairment existed at December 31, 2002 and June 30, 2003 under accounting standards applicable at that date, different conditions or assumptions, or changes in cash flows or profitability, if significantly negative or unfavorable, could have a material adverse effect on the outcome of our impairment evaluation and our financial condition or future results of operations.

Depreciable Lives for Property and Equipment.    Depreciation is provided using the straight-line method over the estimated useful lives of the respective assets. We have net property and equipment of $857.1 million as of December 31, 2002. See Note 4 to the December 31, 2002 Consolidated Financial Statements for additional information on our property and equipment and estimated useful lives. We believe the estimated useful lives we use to record depreciation expense are appropriate and no changes are expected at this time. However, because we have a material investment in depreciable property and equipment, changes in depreciable lives, should they occur, could have a significant impact on our financial condition or future results of operations.

Reclassifications.    Certain prior year accounts were reclassified to conform with current year presentation. Property held for sale previously reported at December 31, 2002, consisting of land for development of $12.3 million was reclassified to noncurrent other assets, and condominiums located at two company speedways of $4.0 million were reclassified to property and equipment, in the June 30, 2003 and December 31, 2002 balance sheets. Such land for development represents property foreclosed on by us in December 2001 which previously collateralized past due notes receivable. Independent appraised fair value less estimated selling costs supported reflecting the property based on note carrying values at foreclosure. We are in the process of developing and marketing the property, which is adjacent to a regional outlet mall in the Charlotte metropolitan area. The speedway condominiums represent two condominiums at AMS and ten substantially completed condominiums at TMS which are being marketed. These assets were reclassified under SFAS No. 144 “Accounting for the Impairment or Disposal of Long-lived Assets” as we are presently unable to determine if sale of these assets is probable within one year.

Revenue Recognition For Our Racing Events.    We recognize admissions, NASCAR broadcasting and other event related revenues when an event is held. Advance revenues and certain related direct expenses pertaining to specific events are deferred until the event is held. Deferred expenses primarily include race purses and sanctioning fees remitted to NASCAR or other sanctioning bodies prior to events being held. Deferred race event income relates to upcoming scheduled events. If circumstances prevent a race from being held during the racing season, advance revenue generally is refundable and all deferred direct event expenses would be immediately recognizable except for race purses and sanctioning fees which would be refundable from NASCAR or other sanctioning bodies. We believe this accounting policy results in appropriate recognition and matching of revenues and expenses associated with our racing events and helps ensure comparability and consistency between our financial statements. We believe that our revenue recognition policies follow the guidance issued in SAB No. 101, “Revenue Recognition in Financial Statements.”

Realization of Receivables and Inventories.    We assess realization of accounts and notes receivable and inventories, including any need for allowances for doubtful accounts or inventories, using, among other things, customer creditworthiness, historical collection and sales experience, and current and future market trends and

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conditions. The assessment is subjective and based on conditions, trends and assumptions existing at the time of evaluation, which are subject to changes in market and economic conditions and other factors that might adversely impact realization.

Income Taxes.    We recognize deferred tax assets and liabilities for the future income tax effect of temporary differences between financial and income tax bases of assets and liabilities assuming they will be realized and settled at amounts reported in the financial statements. Our accounting for income taxes reflects our assessment of future tax liabilities based on assumptions and estimates for timing, likelihood of realization, and tax laws existing at the time of evaluation. At December 31, 2002, net deferred tax liabilities totaled $122.6 million, including net deferred tax assets of $35.0 million. A valuation allowance of $276,000 was provided against deferred tax assets as of December 31, 2002. These net deferred tax liabilities will likely reverse in future years and could negatively impact cash flows from operations in the years in which reversal occurs. We believe realization of the net deferred tax assets is more likely than not and a valuation allowance on those amounts has not been recorded. However, changes in tax laws, assumptions or estimates used in the accounting for income taxes, or changes or adjustments resulting from review by taxing authorities, if significantly negative or unfavorable, could have a material adverse effect on amounts or timing of realization or settlement. Such effects could result in a material acceleration of income taxes currently payable or valuation charges for realization uncertainties, which could have a material adverse effect on our financial condition or future results of operations. See Note 7 to the December 31, 2002 Consolidated Financial Statements for additional information on income taxes.

Accounting for Stock-Based Compensation.    As discussed in Notes 2 and 10 to the December 31, 2002 Consolidated Financial Statements, we continue to account for stock-based employee compensation using Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” which recognizes compensation cost based on the intrinsic value of equity instruments awarded as permitted under Statement of Financial Accounting Standards SFAS No. 123, “Accounting for Stock-Based Compensation.” As all stock options granted under the Company’s stock option plans have exercise prices equal to market value of the underlying common stock at grant date, no compensation cost has been reflected in net income for these plans. As discussed below in “Recently Issued Accounting Standards,” the Company has applied the disclosure provisions of SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of SFAS No. 123,” in the Consolidated Financial Statements. The pro forma effect on net income and earnings per share had compensation cost for stock options been determined using the fair value recognition provisions of SFAS No. 123 is illustrated in Note 2 to the December 31, 2002 Consolidated Financial Statements.

The Financial Accounting Standards Board (“FASB”) and the Commission continue to evaluate the appropriate treatment of employee stock options, including efforts to reach a consensus on proper methodology for expensing and valuing options. In the future, the FASB and Commission may require that net income and earnings per share reflect compensation cost for stock options determined using fair value recognition provisions similar to, or the same as, SFAS No. 123. Such future changes in accounting standards, depending on numerous factors including, among others, market conditions and prices for our common stock, the number of options granted, exercised or cancelled, or the sensitivity and fluctuation in assumptions used in valuation methods, could have a material adverse effect on our future financial condition or results of operations.

Recently Issued Accounting Standards

We adopted SFAS No. 142, “Goodwill and Other Intangible Assets,” as of January 1, 2002. SFAS No. 142 specifies, among other things, that goodwill and other intangible assets with indefinite useful lives will no longer be amortized, but instead evaluated for possible impairment at least annually. Under SFAS No. 142, we ceased amortizing goodwill, including goodwill from past business combinations, and periodically assess goodwill at the reporting unit level for possible impairment. Such assessment is performed annually as of April 1 or when events or circumstances indicate possible impairment may have occurred. We assessed the effects of SFAS No. 142 for

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possible initial goodwill impairment under transitional rules. See Note 2 to the December 31, 2002 Consolidated Financial Statements for the effects and other information on adopting SFAS No. 142.

We adopted SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets,” as of January 1, 2002. SFAS No. 144 specifies, among other things, the financial accounting and reporting for the impairment or disposal of long-lived assets. Adoption of SFAS No. 144 had no significant impact on our financial statements as of January 1, 2002. We accounted for the disposal of SoldUSA under the requirements of SFAS No. 144. See Notes 1 and 2 to the December 31, 2002 Consolidated Financial Statements for the effects and other information on the disposal.

In April 2002, SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB No. 13, and Technical Corrections,” was issued. SFAS No. 145, among other things, eliminates FASB Statement No. 4, “Reporting Gains and Losses from Extinguishment of Debt,” which required gains and losses from debt extinguishments to be aggregated and, if material, classified as an extraordinary item net of associated income tax effects, and also eliminates the exception to applying Accounting Principles Board (“APB”) Opinion No. 30. As such, gains and losses from debt extinguishments should be classified as extraordinary items only if they meet certain criteria in APB Opinion No. 30. Such criteria distinguishes transactions that are part of an entity’s recurring operations from those that are unusual or infrequent or that meet the criteria of APB Opinion No. 30 for classification as an extraordinary item. We applied the provisions of SFAS No. 145 in accounting for the early redemption of our Convertible Subordinated Debentures in April 2002. See Note 5 to the December 31, 2002 Consolidated Financial Statements for the effects and other information on the redemption.

In June 2002, SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, was issued and is effective for such activities initiated after December 31, 2002. SFAS No. 146 specifies, among other things, the financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (“EITF”) Issue No. 94-3, “Liability Recognition for Certain Employee Benefits and Other Costs to Exit an Activity, including Certain Costs Incurred in a Restructuring.” At this time, adoption of SFAS No. 146 is not expected to significantly impact our financial statements or future results of operations.

In November 2002, FASB Interpretation No. 45 (“FIN 45”), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others”, was issued which, among other things, expands guarantor financial statement disclosures about its obligations under certain guarantees and requires the guarantor to recognize a liability for the fair value of an obligation assumed under a guarantee. FIN 45 clarifies the requirements of SFAS No. 5, “Accounting for Contingencies”, relating to guarantees and is effective as of December 31, 2002. At this time, FIN 45 does not significantly impact our financial statements or disclosures, nor is it expected to significantly impact future results of operations or financial position.

In December 2002, SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—an amendment of SFAS No. 123,” was issued to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The transition guidance and annual disclosure provisions of SFAS No. 148 are effective for financial statements issued for fiscal years ending after December 15, 2002. The interim disclosure provisions are effective for financial reports containing financial statements for interim periods beginning after December 15, 2002. We applied the disclosure provisions of SFAS No. 148 in our consolidated financial statements and accompanying notes. See Note 2 to the December 31, 2002 and June 30, 2003 Consolidated Financial Statements for the effects and other information on stock-based compensation.

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In January 2003, FASB Interpretation No. 46 (“FIN 46”),“Consolidation of Variable Interest Entities,” was issued which, among other things, provides guidance on identifying variable interest entities (“VIE”) and determining when assets, liabilities non-controlling interests, and operating results of a VIE should be included in a company’s consolidated financial statements, and also requires additional disclosures by primary beneficiaries and other significant variable interest holders. The provisions of FIN 46 became effective upon issuance. Based on preliminary assessment, at this time, FIN 46 is not expected to significantly impact our financial statements or future results of operations.

In April 2003, SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” was issued which amends and clarifies the accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities under SFAS No. 133. It requires, among other things, that contracts with comparable characteristics be accounted for similarly and clarifies under what circumstances a contract with an initial net investment meets the characteristic of a derivative and when a derivative contains a financing component that warrants special reporting in the statement of cash flows. SFAS No. 149 is effective generally for contracts entered into and modified after June 30, 2003. We had no derivative instruments at June 30, 2003, and will assess the impact, if any, adoption would have on our financial statements or disclosures upon entering into any derivative instruments.

In May 2003, SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,” was issued to improve the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity, and requires classification of those instruments as liabilities in statements of financial position. It affects, among other things, the accounting for generally three types of freestanding financial instruments: mandatory redeemable shares, put options and forward purchase contracts, and obligations that can be settled with shares, the monetary value of which is fixed, tied solely or predominately to a variable such as a market index, or varies inversely with the value of a company’s shares. SFAS No. 150 does not apply to features embedded in financial instruments that are not derivatives in entirety. SFAS No. 150 is effective generally for all financial instruments entered into or modified after May 31, 2003, and otherwise is effective for the first interim period beginning after June 15, 2003. We had no such freestanding financial instruments at June 30, 2003, and will assess the impact, if any, adoption would have on our financial statements or disclosures upon entering into any such instruments.

Environmental Matters

LMS’s property includes areas that were used as solid waste landfills for many years. Landfilling of general categories of municipal solid waste on the LMS property ceased in 1992. However, there is one LCID landfill currently being operated at the LMS property by a third party. In addition, one LCID landfill on the LMS property was closed in 1999 and two LCID landfills on the LMS property were closed in 1994. LMS may allow similar LCID landfills to be operated on the LMS property in the future. Prior to 1999, LMS leased certain property to Allied for use as a C&D landfill, which received solid waste resulting solely from construction, remodeling, repair or demolition operations on pavement, buildings or other structures, but could not receive inert debris, land-clearing debris or yard debris. The LMS C&D landfill is now closed. In addition, Allied owns and operates an active solid waste landfill and gas-to-energy facility adjacent to LMS. We believe that our operations, including the current and former landfills and facilities on our property, are in substantial compliance with all applicable federal, state and local environmental laws and regulations. We are not aware of any situations related to landfill operations which we expect would materially adversely affect our financial position or future results of operations.

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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk.    Our financial instruments with market risk exposure consist only of notes receivable, bank revolving credit facility borrowings and the Term Loan under the 2003 Credit Facility which are sensitive to changes in interest rates. Our 6 ³/4% Original Notes are fixed interest rate obligations. A change in interest rates of one percent on the balances outstanding at June 30, 2003 would cause a change in annual interest income of approximately $139,000 and annual interest expense of approximately $1.3 million. Our notes receivable are principally variable interest rate financial instruments. See Note 8 to the December 31, 2002 Consolidated Financial Statements and Note 7 to the June 30, 2003 Consolidated Financial Statements for information on the terms and conditions of notes receivable. Our 8 ¹/2% Notes were fixed interest rate debt obligations. As discussed above in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Factors in 2002,” we redeemed our outstanding Convertible Subordinated Debentures in full on April 19, 2002. See Note 5 to the December 31, 2002 Consolidated Financial Statements, Note 4 to the June 30, 2003 Consolidated Financial Statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for additional information on the terms and conditions of our debt obligations, including the redemption dates and prices. The table below presents the notes receivable and principal balances outstanding, fair values, interest rates and maturity dates as of December 31, 2002 and 2001:

	Carrying Value				Fair Value
	2002		2001		2002		2001		Maturity Dates
	(in thousands)
Floating rate notes receivable(l)	$	16,656	$	14,560	$	16,656	$	14,560	Due on demand
Floating rate 1999 Credit Facility		90,000		90,000		90,000		90,000	(2	)
8.5% senior subordinated notes payable		251,946		252,367		260,000		256,250	(3	)
5.75% convertible subordinated debentures		—		53,694		—		54,768	(4	)

(1) Notes receivable bear interest based principally at 1% over prime.

(2) The weighted-average interest rate on borrowings under the 1999 Credit Facility was 2.4% in 2002 and 5.0% in 2001. This credit facility was refinanced on May 16, 2003 under the 2003 Credit Facility, which matures in May 2008.

(3) The 8 ¹/2% Notes were redeemed in full on June 15, 2003. On and after that date interest on the 8 ¹/2% Notes ceased to accrue. The Original Notes were issued on May 16, 2003 in the aggregate principal amount of $230 million, bear interest at 6 ³/4% and mature on June 1, 2013.

(4) The Convertible Subordinated Debentures were redeemed in full on April 19, 2002. On and after that date, interest on the Convertible Subordinated Debentures ceased to accrue.

Equity Price Risk.    We have marketable equity securities, all classified as “available for sale” which are included in other noncurrent assets. Such investments are subject to price risk, which we attempt to minimize generally through portfolio diversification. The table below presents the aggregate cost and fair market value of marketable equity securities as of December 31, 2002 and 2001:

	2002		2001
	(in thousands)
Aggregate cost	$	350	$	871
Fair market value		313		718

As discussed in Note 4 to the June 30, 2003 Consolidated Financial Statements and in Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources” and “Near Term Operating Factors”, on June 15, 2003, we redeemed and retired all outstanding 8 ¹/2% Notes with proceeds from issuance of the Original Notes and the 2003 Credit Facility and cash and cash equivalents on hand. As of and during the six months ended June 30, 2003, there have been no other significant changes in our interest rate risk or equity price risk.

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INDUSTRY OVERVIEW

The motorsports industry is largely divided as follows:

• Stock car racing, primarily through NASCAR;

• Craftsman Truck racing, also conducted through NASCAR;

• “Indy car” racing, through CART and IRL;

• Other specialty events, including WOO, NHRA, UDTRA racing; and

• “Formula One” and sports car racing in Europe, Australia, and Japan.

In 2002, we derived approximately 79% of our revenues from NASCAR-sanctioned events.

National Association for Stock Car Auto Racing, Inc. (NASCAR)

NASCAR has been influential in the growth and development of professional stock car racing. NASCAR is owned and operated by Bill France, Jr. and other members of the France family and is the premier official sanctioning body of professional stock car racing in the United States. Its officials supervise the conduct of all races that constitute the Winston Cup and Busch Series.

In 2002, NASCAR conducted approximately 2,200 motorsports events in the United States, including 72 stock car races in the Winston Cup and Busch Series, and 21 Craftsman Truck Series races. NASCAR races are the second highest rated regular season televised sport, and rank third in pro sports licensed merchandise sales, with sales of $1.4 billion in 2002. NASCAR events include 17 of the top 20 attended sporting events in 2002, and NASCAR has a fan base of 75 million fans, one third of the U.S. adult population. The NASCAR racing season runs for 10 months, and races are generally heavily promoted, with a number of supporting events surrounding the main event, for a total weekend experience. We will host 17 Winston Cup and Busch Series events in 2003.

Prior to the 2001 race season, Winston Cup and Busch Series television rights agreements were separately negotiated by individual speedway owners and largely broadcast over cable television networks. Beginning with the 2001 season, NASCAR races have been broadcast on the NBC, Fox, Turner, and FX networks pursuant to an industry-wide agreement covering all speedways with NASCAR race dates. Broadcasters have agreed to pay an industry aggregate of approximately $2.4 billion from 2001 to 2006. Broadcasting payments are fixed rights payments and are not affected by ratings. All Winston Cup, Busch, Craftsman Truck, IRL and major NHRA events, as well as several WOO and other events held at our facilities, are currently televised nationally.

The Winston Cup series is the only major sports league or series in the United States to show two consecutive years of network television ratings growth in 2001 and 2002. According to Nielsen Media Research:

• Ratings for Winston Cup events increased 38% in 2001 and 2% in 2002; and

• Number of households watching Winston Cup events increased 36% in 2001 and 3% in 2002.

Cable television ratings have increased consistently as well:

• Ratings for Winston Cup events increased 13% in 2001 and 2% in 2002; and

• Ratings for Busch Series events increased 21% in 2001 and 14% in 2002.

Through June 30, 2003, television ratings for Winston Cup races are equal to the ratings in the prior year.

Corporate sponsorship has increased significantly for NASCAR events. NASCAR-sanctioned events are sponsored by over 50 Fortune 500 companies, the most of any professional sport. The increase in corporate

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interest in the sport has been significantly driven by the attractive advertising demographics of stock car and other motorsports racing fans. Of the current NASCAR fan pool, 58% are between the ages of 18 and 44, 42% earn over $50,000 annually, and 40% are female.

Overview of Stock Car Racing

Professional stock car racing developed in the southeastern United States in the 1930s. It began to mature in 1947, when Bill France, Sr. organized NASCAR in Daytona Beach, Florida. The first NASCAR-sanctioned race was held on June 19, 1949 in Charlotte. The “superspeedway era” of stock car racing began in 1959, when the France family completed construction of the Daytona International Speedway and sponsored the first “Daytona 500.” A superspeedway is generally considered to be a banked, paved track longer than one mile. Superspeedways were built in the early 1960s near Atlanta (AMS), near Charlotte (CMS) and elsewhere in the Southeast. NASCAR also sanctions Winston Cup races on shorter tracks, such as BMS, which was built in 1961. The industry gathered momentum in the mid-1960s, when major North American automobile and tire producers first offered engineering and financial support. In the late 1960s, NASCAR decided to create a more elite circuit focused on the best drivers. Accordingly, it reduced the number of races in its premier series from approximately 50 to approximately 30. In 1972, R.J. Reynolds began to sponsor NASCAR racing by developing the Winston Cup Series as a marketing outlet for its products. Nextel Communications, Inc. will replace R.J. Reynolds as the title sponsor of NASCAR’s premier national racing series beginning in the 2004 season under a 10-year agreement.

NASCAR regulates its membership, including drivers and their crews, team owners and track owners, the composition of race cars and the sanctioning of races. NASCAR officials control qualifying procedures, the line-up of the cars, the start of the race, the control of cars throughout the race, the election to stop or delay a race, “pit” activity, “flagging,” the positioning of cars, the assessment of lap and time penalties and the completion of the race.

Economics of Stock Car Racing

Corporate Sponsors.    Sponsors are active in all phases of professional stock car racing. They support drivers and teams by funding certain costs of their operations. Sponsors also support speedway owners by funding certain costs of specific races in return for event titling rights, advertising exposure on television and radio, through newspapers, printed brochures and advertisements and at the track on race day. Companies negotiate sponsorship arrangements with reference to a team’s racing success and spectator and viewer demographic characteristics. A “major” racing team’s primary sponsor pays annually from $5.0 million to $15.0 million to the team.

Team Owners.    In most instances, team owners underwrite the financial risk of placing their teams in competition. They contract with drivers, hire pit crews and mechanics and syndicate sponsorship of their teams. We estimate that Winston Cup teams spend up to approximately $15.0 million per season.

Drivers.    A substantial majority of drivers contract independently with team owners while a few drivers own their own teams. Drivers receive income from contracts with team owners, sponsorship fees and prize money. Successful drivers also may receive income from personal endorsement fees and souvenir sales. The personality and racing success of a driver can be an important marketing advantage for a team owner because it can attract corporate sponsorships.

Speedway Owners.    Speedway owners market and promote events at their facilities, negotiate directly with radio networks for coverage of such events, and sometimes directly with television broadcasters for coverage of non-NASCAR events. The revenue sources of speedway owners include admissions, sponsorships, advertising and broadcast fees, food, beverage and souvenir sales and suite and hospitality sales.

Speedway operations generate high operating margins and are protected by high barriers to competitive entry, including management expertise, capital requirements for new speedway construction, marketing,

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promotional and operational leverage, and relationships and agreements with NASCAR, other sanctioning bodies, sponsors and broadcasters. Industry competitors are actively pursuing internal growth and industry consolidation due to the following factors:

• popular and accessible drivers;

• strong fan brand loyalty;

• a widening demographic reach;

• increasing appeal to corporate sponsors; and

• rising broadcast revenues.

The Winston Cup

NASCAR’s premier circuit is the Winston Cup Series, which currently begins with the “Daytona 500” in February and concludes with the “Ford 400” in November. Including two “all-star” races, 38 races are licensed annually to 23 speedways operating in 19 states. The 2003 Winston Cup schedule is as follows:

Date	Race	Location
February 8, 2003	“Budweiser Shootout”*	Daytona International Speedway
February 16, 2003	“Daytona 500”	Daytona International Speedway
February 23, 2003	“Subway 400”	North Carolina Speedway
March 2, 2003	“UAW-DaimlerChrysler 400”	Las Vegas Motor Speedway
March 9, 2003	“Bass Pro Shops MBNA 500”	Atlanta Motor Speedway
March 16, 2003	“Carolina Dodge Dealers 400”	Darlington Raceway
March 23, 2003	“Food City 500”	Bristol Motor Speedway
March 30, 2003	“Samsung/Radio Shack 500”	Texas Motor Speedway
April 6, 2003	“Aaron’s 499”	Talladega Superspeedway
April 13, 2003	“Virginia 500”	Martinsville Speedway
April 27, 2003	“Auto Club 500”	California Speedway
May 3, 2003	“Pontiac Excitement 400”	Richmond International Raceway
May 17, 2003	“The Winston”*	Lowe’s Motor Speedway
May 25, 2003	“Coca-Cola 600”	Lowe’s Motor Speedway
June 1, 2003	“MBNA America 400”	Dover International Speedway
June 8, 2003	“Pocono 500”	Pocono Raceway
Jute 15, 2003	“Sirius Satellite Radio 400”	Michigan International Speedway
June 22, 2003	“Dodge/Save Mart 350”	Infineon Raceway
July 5, 2003	“Pepsi 400”	Daytona International Speedway
July 13, 2003	“Tropicana 400”	Chicagoland Speedway
July 20, 2003	“New England 300”	New Hampshire International Speedway
July 27, 2003	“Pennsylvania 500”	Pocono Raceway
August 3, 2003	“Brickyard 400”	Indianapolis Motor Speedway
August 10, 2003	“Sirius at The Glen”	Watkins Glen International
August 17, 2003	“Michigan 400”	Michigan International Speedway
August 23, 2003	“Sharpie 500”	Bristol Motor Speedway
August 31, 2003	“Mountain Dew Southern 500”	Darlington Raceway
September 6, 2003	“Chevrolet Monte Carlo 400”	Richmond International Raceway
September 14, 2003	“Sylvania 300”	New Hampshire International Speedway
September 21, 2003	“Dover 400”	Dover International Speedway
September 28, 2003	“EA SPORTS 500”	Talladega Superspeedway
October 5, 2003	“Kansas 400”	Kansas Speedway
October 11, 2003	“UAW-GM Quality 500”	Lowe’s Motor Speedway
October 19, 2003	“Old Dominion 500”	Martinsville Speedway
October 26, 2003	“Georgia 500”	Atlanta Motor Speedway
November 2, 2003	“Checker Auto Parts 500”	Phoenix International Raceway
November 9, 2003	“Pop Secret Microwave Popcorn 400”	North Carolina Speedway
November 16, 2003	“Ford 400”	Homestead-Miami Speedway

* All-star races.

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As the table indicates, no speedway currently sponsors more than two Winston Cup Series events. We host two such events at each of AMS, BMS and LMS, and one such event at each of IR, LVMS and TMS. LMS also hosts the all-star race held in May, “The Winston.” All Winston Cup events in 2003 were or are scheduled to be televised nationally under the NASCAR broadcasting rights agreement.

The Busch Series

The second-tier NASCAR circuit is the Busch Series, which in 2003 is scheduled to include 34 races held at 26 tracks in 21 states. Many speedway owners who hold Winston Cup events also hold Busch Series events on the day preceding a Winston Cup event. Accordingly, Winston Cup drivers will occasionally compete in Busch Series races, which can boost overall attendance. We will promote seven such events in 2003:

• the “Sam’s Town 300” at LVMS on March 1;

• the “Channellock 250” at BMS on March 22;

• the “O’Reilly 300” at TMS on March 29;

• the “CARQUEST Auto Parts 300” at LMS on May 24;

• the “Food City 250” at BMS on August 22;

• the “Little Trees 300” at LMS on October 10; and

• the “Aaron’s 312” at AMS on October 25.

All of these Busch Series events are scheduled to be televised. Each of the Busch Series events at our tracks will be conducted on the day before a Winston Cup event.

Other Motorsports

Other motorsports include NASCAR-sanctioned Craftsman Truck racing, stock car racing not sanctioned by NASCAR, “Indy car” racing, “Formula One” racing and sports car racing.

Craftsman Truck Racing.    In 1995, a new NASCAR-sanctioned Craftsman Truck circuit was introduced to the public. In 2003, 25 Craftsman Truck Series events will be held at 23 tracks in 17 states. We are scheduled to promote one Craftsman Truck Series race each at BMS, LMS and LVMS, and two at TMS.

Indy Car Racing.    “Indy cars” take their name from the Indianapolis Motor Speedway, of Indianapolis, Indiana, which holds the “Indianapolis 500” on the last Sunday before Memorial Day every year. Indy car racing is sanctioned by two associations, CART and IRL. In 2003, we are scheduled to host two IRL events at TMS.

Other Stock Car Racing.    NASCAR sanctions all of the premier stock car racing events. Another, less-well-known association is the American Race Car Association (“ARCA”), which sanctions a stock car racing circuit that ranks in prestige just below the Busch circuit. The American Speedsport Association also organizes stock car racing events. In 2003, we are scheduled to sponsor one ARCA race at AMS and two at LMS.

Formula One and Sports Car Racing.    Formula One car races are held on road courses in Europe, Australia and Japan and are sanctioned by the Federation Internationale de l’Automobile (“FIA”). We have never sponsored a Formula One race and have no plans to do so. Sports car racing is sanctioned in the United States by the Sports Car Club of America (“SCCA”) and by Professional SportsCar Racing (“PSR”), formerly the International Motor Sports Association, which sponsor races held on road courses throughout the country. We occasionally lease our tracks for sports car events.

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BUSINESS

SMI owns and operates AMS, BMS, IR, LVMS, LMS and TMS, and is a leading promoter and marketer of motorsports activities in the United States. We also provide event souvenir merchandising services, and food, beverage and hospitality catering services, through a third party, and manufacture and distribute smaller-scale, modified racing cars and parts through our 600 Racing subsidiary. Over our proprietary radio network, PRN, we produce and distribute radio motorsports programming, particularly radio broadcasts of events held at our facilities. SMI was incorporated in the State of Delaware in 1994.

We currently plan to promote the following annual racing events in 2003:

• ten NASCAR-sanctioned Winston Cup events;

• seven NASCAR-sanctioned Busch events;

• five NASCAR Craftsman Truck Series racing events;

• two IRL racing events;

• four major NHRA racing events;

• six WOO racing events; and

• several other races and events.

General Overview

We have one of the largest total permanent speedway seating capacities, with the highest average seats per facility, in the motorsports industry. We believe that long-term spectator demand for our largest events exceeds existing permanent seating capacity at our speedways. Our total permanent seating capacity is approximately 761,000 located at the following facilities:

Speedway	Location	Approx. Acreage	Length (miles)	Luxury Suites(1)	Permanent Seating(2)
Atlanta Motor Speedway	Hampton, GA	820	1.5	137	124,000
Bristol Motor Speedway	Bristol, TN	650	0.5	158	156,000
Infineon Raceway (formerly Sears Point Raceway)	Sonoma, CA	1,600	2.5	27	47,000	(3)
Las Vegas Motor Speedway	Las Vegas, NV	1,030	1.5	102	114,000
Lowe’s Motor Speedway (formerly Charlotte Motor Speedway)	Concord, NC	1,130	1.5	113	162,000
Texas Motor Speedway	Ft. Worth, TX	1,490	1.5	194	158,000
				731	761,000

(1) Excluding dragway and dirt track suites.

(2) Including seats in luxury suites and excluding infield admission, temporary seats, general admission, and dragway and dirt track seats.

(3) In 2001 and 2002 IR added more than 47,000 permanent seats. IR’s permanent seating capacity is supplemented by temporary and other general admission seating arrangements along its 2.52-mile road course. See “—Properties—Infineon Raceway,” for additional information on our multi-year expansion and modernization of IR.

We derive revenues principally from the following activities:

• sales of tickets, including suite rentals, to motorsports races and other events held at our speedways;

• licensing of network television, cable television and radio rights to broadcast such events;

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• sales of sponsorships and facility naming rights to companies that desire to advertise or sell their products or services surrounding such events; and

• commissions earned on sales of food, beverages and hospitality catering and proceeds from sales of souvenirs.

We have experienced substantial growth in revenues and profitability as a result of the following factors:

• continued improvement, expansion and investments in our facilities;

• our participation in the consolidated NASCAR television and ancillary rights agreements;

• consistent marketing and promotional efforts; and

• the overall increase in popularity of Winston Cup, Busch, Craftsman Truck, IRL, NHRA, WOO and other motorsports events in the United States.

Commitment to Quality and Customer Satisfaction.    Since the 1970’s, we have embarked upon a series of capital improvements including:

• construction and expansion of additional premium permanent grandstand seating;

• new luxury suites, club-style seating areas and food courts;

• first-class trackside dining and entertainment facilities; and

• wider concourses, modem concession and restroom facilities, and expanded pedestrian infrastructure.

Television Broadcasting Rights.    The domestic television broadcast rights for NASCAR Winston Cup and Busch Series events are now consolidated for us, NASCAR and others in the motorsports industry. Prior to 2001, we had negotiated directly with network and cable television companies for live coverage of our NASCAR-sanctioned races. Beginning with the 2001 racing season, NASCAR has negotiated industry-wide television media rights agreements for all Winston Cup and Busch Series racing events. These NASCAR domestic television broadcast rights agreements are for six years with NBC Sports, Turner Sports, FOX and FX television networks. Our share of the television broadcast revenues are contracted with NASCAR on an annual basis. We believe industry-wide total net television broadcast revenues for the domestic rights will approximate $300 million in 2002, increasing to approximately $534 million in 2006. Annual increases are expected to range from approximately 15% to 21%, averaging 16% annually, over the agreement term. Our television broadcast revenue under this NASCAR multi-year contract was approximately $67 million in 2001 and approximately $78 million in 2002, and will approximate $90 million in 2003.

Ancillary Broadcasting Rights.    In 2001, an ancillary rights package for NASCAR.com, the NASCAR Channel, international and satellite broadcasting, NASCAR images, SportsVision, FanScan, specialty pay-per-view telecasts, and other items was reached with us, NASCAR and others in the motorsports industry. NASCAR has announced industry-wide total ancillary rights fees, which began in 2001, are estimated to approximate $245 million over a 12-year period, excluding a profit participation aspect. Industry-wide total fees are estimated to approximate $7.5 million in 2002, increasing to approximately $25 million in 2006. Annual increases are expected to average approximately 30% from 2001 to 2006.

These revenue amounts are contracted based on NASCAR Winston Cup and Busch Series races as scheduled for the 2003 racing season. Future changes in race schedules would impact these amounts. Similar to many televised sports, overall seasonal averages for motorsports may increase or decrease from year to year, while television ratings for certain individual events may decline one year and increase the next for any number of reasons.

Our Contracted Revenues Are Increasing In Amount and Term Length.    We believe increasingly attractive demographics surrounding motorsports, and our premier markets and facilities, are increasing the number of

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longer-term sponsorship partners and commitments we obtain. Many of our long-term sponsorship contracts, and all of our broadcasting relationships, are with some of the largest, most financially sound companies in the world, including NBC, FOX, Lowe’s, Coca-Cola, DaimlerChrysler, Dodge, General Motors and RJR Tobacco.

We believe these increasingly longer-term contracted revenue sources help to solidify our financial strength and stabilize our earnings. As discussed above, NASCAR’s television broadcast revenues for the domestic rights are anticipated to increase an average of 16% each year through 2006. Our television broadcast revenue under this NASCAR multi-year contract was approximately $78 million in 2002 and will approximate $90 million in 2003. In addition, our two facility naming rights agreements—with Infineon Technologies and Lowe’s Home Improvement Warehouse—contain gross fees aggregating approximately $69 million over their ten-year terms. These ten-year agreements, including our new ten-year sponsorship agreement, including renewal options, with Coca-Cola for the annual May NASCAR Winston Cup Series race at LMS beginning in 2003, illustrate our increasingly longer-term contracted revenues. We believe these longer-term contracts demonstrate the increasing confidence and marketing value being placed in our first-class facilities in premium markets.

Marketing and PromotionalEfforts.    We believe that it is important to market our scheduled events throughout the year, both regionally and nationally. In addition to innovative television, radio, newspaper, trade publication and other promotions, we market our events and services by:

• offering tours of our facilities;

• providing satellite links for media outlets;

• marketing on emerging internet sites with motorsports news and entertainment;

• conducting direct mail campaigns; and

• staging pre-race promotional activities such as live music, skydivers and daredevil stunts.

Our marketing program also includes soliciting prospective event sponsors. Sponsorship provisions for a typical NASCAR-sanctioned event include luxury suite rentals, block ticket sales and company-catered hospitality, as well as souvenir race program and track signage advertising. Our innovative marketing is exemplified by progressive programs such as offering Preferred Seat Licenses at TMS and ten-year facility naming rights agreements with Infineon Technologies and Lowe’s Home Improvement Warehouse—both industry firsts. We also believe our new long-term Levy Group agreement offers corporate and other clientele premium food, beverage and catering services, and facilitates the marketing of luxury suites and hospitality functions at each of our speedways.

SMI owns The Speedway Club at LMS and The Texas Motor Speedway Club, both featuring exclusive dining and entertainment facilities and executive offices adjoining the main grandstands and overlooking the superspeedways. These VIP clubs contain first-class restaurant-entertainment clubs, offering top quality catering and corporate meeting facilities, and TMS includes a health-fitness membership club. Open year-round, these two VIP clubs are focal points of our ongoing efforts to improve amenities, attract corporate and other clientele, and provide enhanced facility comfort and entertainment value for the benefit of our spectators.

Business Strategy

We believe that we can achieve our business objectives of growing revenues and profitability by increasing attendance and broadcasting, sponsorship and other revenues at existing facilities, and by expanding our promotional and marketing expertise to take advantage of opportunities in attractive existing and new markets. In particular, we are concentrating on further developing long-term contracted revenue streams, which are less susceptible to weather and economic conditions. We intend to continue implementing this business strategy through the following means:

Expansion and Improvement of Existing Facilities.    We believe that long-term spectator demand for our largest events exceeds existing permanent seating capacity. We plan to continue modernizing and making other significant improvements at our speedways.

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In 2004, we will complete our multi-year major reconfiguration and modernization of IR, including modernization into a “stadium-style” road course by adding approximately 47,000 new permanent seats and 16 new luxury suites. IR’s new raceway facilities also feature underground pedestrian tunnels, hillside terrace seats, an enlarged pit road to accommodate NASCAR’s 43-car grid, as well as a world-class 16-turn, three-quarter mile karting center and an expanded motorsports industrial park.

In March 2003, we completed construction at BMS of approximately 43,000 new permanent grandstand seats for a net increase of approximately 10,000, including 52 new luxury suites. All new seats at BMS feature new stadium-style seating, with outstanding views, convenient elevator access and proximity to popular food courts. In 2003, we plan to continue expanding concessions, restrooms and other fan amenities for the convenience, comfort and enjoyment of fans at each of our speedways, including improving and expanding on-site roads and available parking, reconfiguring traffic patterns and entrances to further ease congestion and improve traffic flow particularly at Infineon Raceway, as well as our other speedways. In 2003, we began construction at LVMS of approximately 15,000 new permanent seats, expected to be completed in 2004. We believe that the expansion and improvements of our facilities will generate additional admissions and event related revenues.

Maximization of Media Exposure and Enhancement of Broadcast and Sponsorship Revenues.    NASCAR-sanctioned stock car racing has experienced significant growth in television viewership and spectator attendance during the past several years. This growth has allowed us to expand our television coverage to include more races and to participate in negotiating more favorable broadcast rights fees with television networks, as well as to negotiate more favorable contract terms with sponsors. We believe that spectator interest in stock car racing will continue to grow, thereby increasing broadcast media and sponsor interest in the sport. We intend to increase media exposure of our current NASCAR, IRL and NHRA events, to add television coverage to other speedway events and to further increase broadcast and sponsorship revenues. For instance, with over 30 million people visiting Las Vegas annually, we believe LVMS has the potential to significantly increase our industry’s broadcasting and sponsorship revenues by increasing the visibility of our business.

We broadcast all of our NASCAR Winston Cup Series and Busch Series racing events over our proprietary radio network, PRN. PRN also sponsors weekly and daily racing-oriented programs throughout the NASCAR season, which along with event broadcasts, are nationally syndicated to more than 725 stations. We also own Racing Country USA, our national country music and NASCAR-themed radio show syndicated to more than 280 affiliates. Founded in 1990, and acquired by us in 2000, Racing Country USA is a two-hour radio show featuring country music hits and NASCAR-related programming. This combined programming allows us to further promote our events and facilities on a weekly and daily basis and offers sponsors a very powerful and expansive promotional network. We plan to carry additional event programming over PRN and Racing Country USA in 2003.

We are strategically positioned with speedways in six of the premier markets in the United States, including three of the top ten television markets. The LVMS acquisition was a major strategic transaction for us. Also, the acquisition of IR marked our entry into Northern California media markets, which currently is the fifth largest television market in the United States. These acquisitions achieved a critical mass west of the Mississippi River that enhances our overall operations, as well as broadcast and sponsorship opportunities. We intend to capitalize on these top market entertainment venues to further grow our company, the sport of NASCAR and other racing series. Our new facility naming rights agreement with Infineon Technologies contains gross fees aggregating approximately $34.6 million over a ten-year term. We intend to seek naming rights agreements for several of our other facilities. We believe these developments bode well for our future naming rights, event and official sponsorship and other innovative marketing opportunities.

We also seek to increase the visibility of our racing events and facilities through local and regional media interaction. For example, each January we sponsor a four-day media tour at LMS to promote the upcoming Winston Cup season. In 2003, this event featured Winston Cup drivers and attracted media personnel representing television networks and stations from throughout the United States. TMS also stages a similar media

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tour each year before the racing season begins featuring Winston Cup drivers which was attended by numerous media personnel from throughout the United States.

Further Development of SMI Properties and 600 Racing Legends CarBusinesses.    SMIP is enhancing souvenir and merchandise sales through new marketing arrangements. Through its subsidiary, SMI Trackside, SMIP is now conducting souvenir and merchandise sales at non-SMI facilities.

Introduced in 1992, SMI developed the Legends Circuit for which we manufacture and sell cars and parts used in Legends Circuit racing events and are the official sanctioning body. Legends Cars are 5/8-scale versions of the modified classic sedans and coupes driven by legendary early NASCAR racers, and are designed primarily to race on “short” tracks of 3/8-mile or less. In late 1997, as an extension of the Legends Car concept, 600 Racing released a new “Bandolero” line of smaller, lower-priced, entry level stock cars, which appeals to younger racing enthusiasts. Then, in late 2000, SMI released a new faster “Thunder Roadster” stock car modeled after older-style roadsters that competed in past Indianapolis 500’s in the early 1960’s.

We believe that the Legends Car is one of only a few complete race cars manufactured in the United States for a retail price of less than $13,000. With retail prices of less than $7,000 for the Bandolero and $16,000 for the Thunder Roadster, we believe these cars are affordable by a new and expanding group of racing enthusiasts who otherwise could not race on an organized circuit. The Legends Car, the Bandolero, and the Thunder Roadster (collectively referred to as “Legends Cars”) are not designed for general road use. Cars and parts are currently marketed and sold through approximately 50 distributors doing business throughout the United States, Canada, and Europe. Legends Car revenues from this business have grown to $7.1 million in 2002.

Legends Circuit races continue to be one of the fastest growing short track racing division in motorsports. More than 1,500 sanctioned races were held nationwide in 2002, and our INEX subsidiary is the third largest short track sanctioning body in terms of membership behind NASCAR and International Motor Contest Association (“IMCA”). Currently, sanctioned Legends Car races are conducted at all of our speedways except BMS. We plan to continue broadening the Legends Car Circuit, increasing the number of sanctioned races and tracks at which Legends Car races are held.

Increased Daily Usage of Existing Facilities.    In 2003, we expect to have approximately 1,400 active days on our speedways in addition to the NASCAR Winston Cup and Busch Series event days. We constantly seek revenue-producing uses for our speedway facilities on days not committed to racing events. Such other uses include car and truck shows, auto fairs, driving schools, free-style motocross and monster truck events, vehicle testing, settings for television commercials, concerts, holiday season festivities, print advertisements and motion pictures. We host a summer Legends Car series at several of our speedways. Also, we currently host four annual NHRA Nationals events, other NHRA and bracket racing events, as well as various auto shows throughout the year at the newly modernized BMS, IR and LVMS dragways. In 2003, BMS and LMS have hosted or are scheduled to host two new NASCAR Craftsman Truck Series races, for a company-wide total of five during the upcoming racing season.

In 2000, LMS and TMS completed construction of 4/10-mile, modern, lighted, dirt track facilities where nationally-televised events such as WOO Series, as well as American Motorcycle Association (“AMA”) and other racing events are held annually. The WOO Sprint Car Series is the fifth most popular motorsports series in the United States. Other examples of increased usage include AMS’s and TMS’s hosting of Harley-Davidson’s 100th Anniversary Celebrations in 2002, with top-name musical and family entertainment, as well as BMS’s unique holiday season “Speedway in Lights” which is gaining in regional prominence. LMS hosted the world renowned “Cirque du Soleil” tour in 2002 for four weeks, and LMS’s annual auto fair shows and TMS’s spring Autofest featuring Pate Swap Meets remain widely popular. We are also working to schedule music concerts at certain facilities. In addition, our larger road courses at AMS, LMS, LVMS and TMS are increasingly being rented for various activities such as series racing, driving schools and vehicle testing.

Along with such increased daily usage of our facilities, we hosted two IRL and one American LeMans racing event company-wide in 2002. With more than twelve different track configurations at LVMS, including a

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2.5-mile road course, ¹/4-mile dragstrip, ¹/8-mile dragstrip, ¹/2-mile clay oval, ³/8-mile paved oval and several other race courses, we plan to continue capitalizing on LVMS’s top market entertainment value to further grow the speedway and other racing series, and to promote new expanded venues.

Acquisition and Development of Additional Motorsports Facilities.    We also consider growth by acquisition and development of motorsports facilities as appropriate opportunities arise. We acquired BMS in January 1996, IR in November 1996 and LVMS in December 1998. In 1997, we completed construction of TMS. We continuously seek to locate, acquire, develop and operate venues which we feel are underdeveloped or underutilized and to capitalize on markets where the pricing of sponsorships and television rights are lucrative.

Operations

Our operations consist principally of motorsports racing and related events. We also conduct various other activities that generally are ancillary to our core business of racing as further described in “—Other Operating Revenue,” below.

Racing and Related Events

NASCAR-sanctioned races are held annually at each of our speedways. The following are summaries of major racing events scheduled in 2003 at each speedway. We constantly pursue the scheduling of additional motorsports racing and other events.

AMS.    In March 2003, AMS conducted the Bass Pro Shops MBNA 500 Winston Cup race and an ARCA race. AMS is scheduled to hold an additional Winston Cup race and a Busch race, as well as several other races and events. Its NASCAR-sanctioned racing schedule is as follows:

Date	Event	Circuit
March 9	“Bass Pro Shops MBNA 500”	Winston Cup
October 25	“Aaron’s 312”	Busch
October 26	“Georgia 500”	Winston Cup

In 2003, AMS also has held or is scheduled to hold other races and events.

BMS.    In March 2003, BMS conducted the Food City 500 Winston Cup race and the Channellock 250 Busch Series race. BMS is scheduled to hold an additional Winston Cup race and a Busch race, as well as several other races and events. Its NASCAR-sanctioned racing schedule is as follows:

Date	Event	Circuit
March 22	“Channellock 250”	Busch
March 23	“Food City 500”	Winston Cup
August 22	“Food City 250”	Busch
August 23	“Sharpie 500”	Winston Cup

In 2003, BMS also has held or is scheduled to hold one NASCAR Craftsman Truck Series race, one NHRA Nationals event, as well as several other races and events.

IR.    In June 2003, IR conducted the Dodge/Save Mart 350 Winston Cup race. IR is scheduled to hold several other races and events in 2003. Its NASCAR-sanctioned racing schedule is as follows:

Date	Event	Circuit
June 22	“Dodge / Save Mart 350”	Winston Cup

In 2003, IR also has held or is scheduled to hold one NHRA Nationals event, one NASCAR Winston Southwest Series event, one American LeMans event, and various AMA, Sports Car Club of America and other racing events.

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LVMS.    In March 2003, LVMS conducted the UAW-Daimler Chrysler 400 Winston Cup race and the Sam’s Town 300 Busch race, as well as other races and events. Its NASCAR-sanctioned racing schedule is as follows:

Date	Event	Circuit
March 1	“Sam’s Town 300”	Busch
March 2	“UAW-DaimlerChrysler 400”	Winston Cup

In 2003, LVMS also has held or is scheduled to hold one NASCAR Craftsman Truck Series race, two NHRA Nationals events, two WOO events, two NASCAR Winston West events, as well as several other races and events.

LMS.    In 2003, LMS conducted The Winston (Winston Cup all star race), the CARQUEST Auto Parts 300, the Coca-Cola 600 as well as several other races and events. LMS is scheduled to hold one more Winston Cup race and one more Busch race, as well as several other races and events. Its NASCAR-sanctioned racing schedule is as follows:

Date	Event	Circuit
May 17	“The Winston”	Winston Cup (all-star race)
May 24	“CARQUEST Auto Parts 300”	Busch
May 25	“Coca-Cola 600”	Winston Cup
October 10	“Little Trees’ 300”	Busch
October 11	“UAW-GM Quality 500”	Winston Cup

In 2003, LMS also has held or is scheduled to hold one NASCAR Craftsman Truck Series race, two ARCA races, two WOO events, one AMA event, as well as several other races and events.

TMS.    In March 2003, TMS conducted the Samsung/Radio Shack 500 Winston Cup race and the O’Reilly 300 Busch race, as well as several other races and events. Its NASCAR-sanctioned racing schedule is as follows:

Date	Event	Circuit
March 29	“O’Reilly 300”	Busch
March 30	“Samsung / Radio Shack 500”	Winston Cup

In 2003, TMS also has held or is scheduled to hold two NASCAR Craftsman Truck Series races, two IRL events, two WOO events, as well as several other races and events.

The following table shows selected revenues for the three years ended December 31 and the three months ended June 30:

	For the Year ended December 31,						For the Six Months ended June 30,
	2000		2001		2002		2002		2003
	(in thousands)
Admissions	$	142,160	$	136,362	$	141,315	$	94,998	$	97,527
NASCAR broadcasting revenue		29,297		67,488		77,936		54,786		63,628
Sponsorship revenue		33,977		33,317		37,619		24,444		25,192
Other event related revenue (1)		100,360		100,715		84,553		49,768		52,491
Other operating revenue (1)		48,503		38,796		34,537		20,513		17,063
Total (1)	$	354,297	$	376,678	$	375,960	$	244,509	$	255,901

(1) In February 2002, we entered into an agreement with the Levy Group. As part of this agreement, the Levy Group has exclusive rights to provide on-site food, beverage, and hospitality catering services formerly

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provided by us. Beginning in 2002, our operating profit from activities provided by the Levy Group are reported as net event related revenue and net other operating revenue. For periods before 2002, revenues and expenses associated with those services previously provided by us were included in event related revenue, other operating revenue, direct expense of events, other direct operating expense, and general and administrative expense. The Levy Group has reported to us that their revenues generated as a result of our agreement with them, net of commissions to us, were approximately $21 million for the year ended December 31, 2002. See Notes 1 and 2 to the December 31, 2002 Consolidated Financial Statements for additional information on the transaction.

Admissions.    Grandstand ticket prices at our NASCAR-sanctioned events in 2002 ranged from $10.00 to $135.00. In general, we establish ticket prices based on spectator demand and cost of living increases.

NASCAR Broadcasting Revenue.    We have negotiated contracts with NASCAR for domestic television station and network broadcast coverage of all of our NASCAR-sanctioned events. NASCAR broadcasting revenue consists of rights fees obtained for domestic television broadcasts of NASCAR-sanctioned events held at our speedways. NASCAR broadcasting revenue accounted for 21% of total revenues in 2002.

Sponsorship Revenue.    Our revenue from corporate sponsorships is received in accordance with negotiated contracts. Sponsors and the terms of sponsorships change from time to time. We currently have sponsorship contracts with such major manufacturing and consumer products companies as Coca-Cola, DaimlerChrysler, Lowe’s Home Improvement, Nationwide Insurance, Rubbermaid/Newell, Dodge, General Motors, Miller Brewing Company, Anheuser-Busch, RJR Tobacco, Save Mart Supermarkets, Food City, Bass Pro Shops, MBNA, Nationwide, Samsung, Radio Shack, and Chevrolet. Some contracts allow sponsors to name a particular racing event, as in the “Coca-Cola 600”, “UAW-Daimler Chrysler 400”, and the “Samsung/Radio Shack 500.” Other considerations range from “Official Car” or “Official Truck” designations at our speedways including Chevrolet, Dodge, and Pontiac, to exclusive advertising and promotional rights in sponsor product categories such as Anheuser-Busch and Miller. Also, our ten-year facility naming rights agreements renamed Sears Point Raceway as Infineon Raceway and Charlotte Motor Speedway as Lowe’s Motor Speedway at Charlotte. None of our sponsorship or naming rights contracts annually account for as much as 5% of total revenues in 2002.

Other Event Related Revenue.    We derive revenue from commissions on food and beverage sales and the sale of souvenirs during racing and non-racing events, speedway gift shop sales of souvenirs throughout the year, and from fees paid for speedway catering “hospitality” receptions and private parties. Food, beverage, and souvenir merchandise is sold primarily in concession areas located on or near speedway concourses and other areas surrounding our speedway facilities, and in luxury suites, gift shops, club-style seating and food-court areas located within the speedway facilities, to individual, group, corporate and other customers.

We also derive revenue from luxury suite and track rentals, from parking and other event and speedway related revenue. As of December 31, 2002, our speedways had a total of approximately 679 luxury suites available for leasing to corporate sponsors or others at current 2002 annual rates generally ranging from $26,000 to $100,000. LMS has also constructed 40 open-air boxes, each containing 32 seats, which are currently available for renting by corporate sponsors or others at annual rates of up to $38,000. Our speedways and related facilities are frequently leased to others for use in driving schools, testing, research and development of race cars and racing products, settings for commercials and motion pictures, and other outdoor events.

We broadcast all of our NASCAR Winston Cup Series and Busch Series races over our proprietary Performance Racing Network, which also sponsors four weekly racing-oriented programs throughout the NASCAR season. We derive revenue from the sale of commercial time on PRN, which is syndicated nationwide to more than 725 stations. We have negotiated contracts with NASCAR for ancillary broadcasts associated with NASCAR.com, the NASCAR Channel, international, satellite and other media. None of our other event related contracts annually account for as much as 5% of total revenues in 2002.

Other OperatingRevenue.    We derive other operating revenue from The Speedway Club at LMS and The Texas Motor Speedway Club (together the “Speedway Clubs”), dining and entertainment facilities located at the

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respective speedways, which serve individual, group, corporate and other clientele. We also derive other operating revenue from Legends Car operations, from MBM, a wholesale and retail distributor of racing and other sports related souvenir merchandise and apparel, from Oil-Chem, which produces an environmentally-friendly micro-lubricant, and from SMIP’s apparel screenprinting and embroidery manufacturing and distributing business. MBM and Oil-Chem are wholly-owned direct and indirect subsidiaries of SMI.

Competition

We are the leading motorsports promoter in the local and regional markets served by our six speedways, and compete regionally and nationally with other speedway owners, including ISC, to sponsor events, especially Winston Cup events, and to a lesser extent, other NASCAR, IRL, CART, NHRA and WOO sanctioned events. To a lesser degree, we also compete for spectator interest with all forms of professional and amateur spring, summer and fall sports, and with a wide range of other available entertainment and recreational activities, conducted in and near Atlanta, Bristol, Charlotte, Las Vegas, Fort Worth, and Sonoma. See “Risk Factors—High competition in the motorsports industry could hinder our ability to maintain or improve our position in the industry.”

Employees

As of December 31, 2002, we had approximately 659 full-time employees and 122 part-time employees. We hire temporary employees to assist during periods of peak attendance at our events. None of our employees are represented by a labor union. We believe that we enjoy a good relationship with our employees.

Legal Proceedings

In the course of our business, we are subject to litigation. See “Risk Factors—Liability for personal injuries and product liability claims could significantly affect our financial condition and results of operations,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Significant Factors in 2002” and Note 9 to our December 31, 2002 and Note 7 to our June 30, 2003 Consolidated Financial Statements.

Insurance

We maintain property, casualty, liability, and business interruption insurance, including coverage for acts of terrorism, with financially sound insurers. Our insurance policies generally cover accidents that may occur at our speedways, subject to ordinary course deductibles, policy limits and exceptions. Insurance has become increasingly more expensive in recent years. We believe that our insurance levels are sufficient for our needs and consistent with insurance maintained by other similar companies. However, we cannot guarantee that such coverage would be adequate should one or more catastrophic events occur at or near any of our speedway facilities, or that our insurers would have adequate financial resources to sufficiently or fully pay our related claims or damages. Once our present coverage expires, we cannot guarantee that adequate coverage limits will be available, offered at reasonable costs, or offered by insurers with sufficient financial soundness.

Environmental Matters

Solid waste landfilling has occurred on and around LMS’s property for many years. Landfilling of general categories of municipal solid waste on the LMS property ceased in 1992. However, there is one LCID landfill at LMS currently being operated on the LMS property by a third party. In addition, one LCID landfill on the LMS property was closed in 1999 and two LCID landfills on the LMS property were closed in 1994. LMS may allow similar LCID landfills to be operated on the LMS property in the future. Prior to 1999, LMS leased a portion of our property to Allied Waste Industries, Inc. for use as a C&D landfill, which received solid waste resulting solely from construction, remodeling, repair or demolition operations on pavement, buildings or other structures,

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but could not receive inert debris, land-clearing debris or yard debris. The LMS C&D landfill is now closed. In addition, Allied owns and operates an active solid waste landfill and gas-to-energy facility adjacent to LMS.

Portions of the inactive solid waste landfill areas on the LMS property are subject to a groundwater monitoring program and data is periodically submitted to North Carolina DENR. DENR has noted that data from certain groundwater sampling events have indicated levels of certain regulated compounds that exceed acceptable trigger levels and organic compounds that exceed regulatory groundwater standards. DENR has not required any remedial action by us at this time with respect to such sampling results. In the future, DENR could possibly require us to take certain actions with respect to groundwater that could result in material costs being incurred by us. In addition, we implement measures to address methane-related safety concerns prior to and during events at LMS.

We believe that our operations, including the landfills on our property, are in substantial compliance with all applicable federal, state and local environmental laws and regulations. Nonetheless, if damage to persons or property or contamination of the environment is determined to have been caused by the conduct of our business or by pollutants, substances, contaminants or wastes used, generated or disposed of by us, or which may be found on our property, we may be held liable for such damage and may be required to pay the cost of investigation or remediation, or both, of such contamination or damage caused thereby. The amount of such liability, as to which we are self-insured, could be material. Changes in federal, state or local laws, regulations or requirements, or the discovery of previously unknown conditions, could require additional expenditures.

Patents and Trademarks

We have federally registered trademark and service mark rights in “Speedway Motorsports”, “Atlanta Motor Speedway”, “Bristol Motor Speedway”, “Charlotte Motor Speedway”, “Las Vegas Motor Speedway”, “Sears Point Raceway”, “Texas Motor Speedway”, “600 Racing Thunder Roadster”, “Legends Cars”, “Bandolero”, “Atomic Oil”, “WBL”, “Pour A New Engine Into Your Car”, “It Soaks Into Metal”, “Linkite”, “Avblend”, “zMax”, “Finish Line Events”, and “Motorsports By Mail”. We also have federally registered trademark and service mark rights concerning “AutoFair”, “Lug Nut”, “Sparky”, and “The Speedway Club” and our corporate logos. Federal trademark and service mark registrations are pending with respect to “Seal of Champions”, “The Great American Speedway”, “GP Roadster”, “Speedway World”, “Texas International Raceway” and “Wild Man Industries”, among others. We also have six patents and five patents pending related to our Legends Car and Bandolero Car design and technology, respectively. Our policy is to protect our intellectual property rights zealously, including litigation, to protect their proprietary value in sales and market recognition.

Properties

Our principal executive offices are located at 5555 Concord Parkway South, Concord, North Carolina, 28027, and our telephone number is (704) 455-3239. A description of each of our speedways follows:

Atlanta Motor Speedway.    AMS is located on 820 acres in Hampton, Georgia, approximately 30 miles south of downtown Atlanta. Built in 1960, and owned by us since 1990, today AMS is a modern, attractive facility. In 1996, we completed 17 new suites at AMS, reconfigured AMS’s main entrances and expanded on-site roads to ease congestion caused by the increases in attendance. In 1997, we completed major renovations at AMS, including its reconfiguration into a “state-of-the-art” 1.54-mile, lighted, asphalt, 24-degree banked, quad-oval superspeedway, the addition of 22,000 permanent seats, including 58 luxury suites, and changing the start-finish line location. Lighting was installed for its inaugural IRL night race in August 1998. AMS also has an on-site 2.5-mile road course. Other significant improvements include new scoreboards, new garage areas, and new infield media and press box centers. At December 31, 2002, AMS had permanent seating capacity of approximately 124,000, including 137 luxury suites. AMS has constructed 46 condominiums overlooking the speedway and is marketing the two remaining unsold condominiums. Similar to 2002, AMS plans to continue improving and expanding its on-site roads and available parking, and reconfiguring traffic patterns and entrances in 2003 to ease congestion and improve traffic flow.

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Bristol Motor Speedway.    We acquired BMS in January 1996. BMS is located on approximately 650 acres in Bristol, Tennessee and is a one-half mile, lighted, 36-degree banked concrete oval speedway. BMS also owns and operates a one-quarter mile modern, lighted dragway. BMS is the most popular facility on the Winston Cup circuit among race fans due to its steep banked turns and lighted nighttime races. We believe that spectator demand for our Winston Cup events at BMS exceeds existing permanent seating capacity. In 1996, BMS added 6,000 permanent grandstand seats and relocated various souvenir, concessions and restroom facilities to the mezzanine level to increase spectator convenience and accessibility. In 1997, BMS added 39,000 permanent grandstand seats and constructed 55 new suites for a net increase of 31 suites. In 1998, BMS added 19,000 permanent grandstand seats, including 42 new luxury suites, again featuring a new stadium-style terrace section and mezzanine level facilities for enhanced spectator convenience and accessibility. In 1999, BMS completed reconstruction and expansion of its dragstrip into a state-of-the-art dragway, “Thunder Valley”, featuring permanent grandstand seating, luxury suites, and extensive fan amenities. In 2000, BMS added 12,000 stadium-style seats. At December 31, 2002, BMS had permanent seating capacity of approximately 146,000, including 106 luxury suites. In March 2003, the Company completed the construction of approximately 43,000 new permanent grandstand seats for a net increase of approximately 10,000, including 52 new luxury sky-box suites, at BMS featuring new stadium-style seating, outstanding views, convenient elevator access and popular food courts. In 2003, BMS plans to continue improving and expanding fan amenities and to make other site improvements.

Infineon Raceway (formerly known as Sears Point Raceway).    We acquired IR in November 1996. IR, located on approximately 1,600 acres in Sonoma, California, consists of a 2.52-mile, twelve-turn road course, a one-quarter mile modern dragway, and a modern, expansive industrial park. IR currently has permanent seating capacity of approximately 47,000, including 27 suites, and provides temporary seating and other general admission seating arrangements along its 2.52-mile road course. In 1997, IR made various parking, road improvements and grading changes to improve spectator sight lines, and to increase and improve seating and facilities for spectator and media amenities. In 1998, IR acquired adjoining land to provide an additional entrance and expanded spectator parking areas to accommodate the increases in attendance and to ease congestion. In 1998, IR also was partially reconfigured into a 1.9-mile stadium-style road course for NASCAR Winston Cup racing featuring “The Chute.” The Chute provides spectators with improved sight lines and expanded viewing areas, along with multiple racing configurations within IR’s overall 2.52-mile road course. In 2001, IR added approximately 19,000 new permanent seats. In 2002, we substantially completed our multi-year major reconfiguration and modernization of IR, adding 11,000 new permanent grandstand seats, 17,000 new hillside terrace seats, and 16 new luxury suites. Modernization of IR’s dragway facilities was also substantially completed in 2002. IR’s enhancements include underground pedestrian tunnels to better accommodate pedestrian traffic, a new world-class karting center, permanent garages for race teams, an expanded industrial park, an enlarged pit road to accommodate NASCAR’s 43-car grid, and improved sight lines for better spectator enjoyment. At December 31, 2002, IR had permanent seating capacity of approximately 47,000, including 27 luxury suites. In 2003, IR plans to continue improving and expanding its on-site roads system and available parking, and reconfiguring traffic patterns and entrances to ease congestion and improve traffic flow. Completion of the IR expansion and renovations is presently scheduled for 2004.

Las Vegas Motor Speedway.    We acquired LVMS in December 1998. LVMS, located on approximately 1,030 acres in Las Vegas, Nevada, is a 1.5-mile, lighted, asphalt, quad-oval superspeedway, and includes several other on-site paved and dirt race tracks. These other race tracks include a ¹/4-mile dragstrip, ¹/8-mile dragstrip, 2.5-mile road course, ¹/2-mile clay oval, ³/8-mile paved oval, motocross and other off-road race courses. LVMS hosted its first major NASCAR Winston Cup Series race in March 1998. In 1999 and 2000, LVMS expanded concessions, restroom and other fan amenities and added 7,000 permanent seats. In 2000, LVMS also completed reconstruction and expansion of one of its dragstrips into a state-of-the-art dragway, “The Strip at Las Vegas”, with permanent grandstand seating, luxury suites, and extensive fan amenities. In 2001, LVMS further expanded its restroom facilities, renovated its ³/8-mile paved racetrack, “The Bullring”, and made other facility improvements. LVMS has significant club-style seating with convenient access to premium restaurant quality food and beverage service. The superspeedway’s configuration readily allows for significant future expansion. At

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December 31, 2002, LVMS had permanent seating capacity of approximately 114,000, including 102 luxury suites. In 2003, we began construction of approximately 15,000 new permanent seats at LVMS, completion of which is presently scheduled for 2004.

Lowe’s Motor Speedway (formerly known as Charlotte Motor Speedway).    LMS is located on approximately 1,130 acres in Concord, North Carolina, approximately 12 miles northeast of uptown Charlotte. LMS was among the first superspeedways built and today is a modern, attractive facility. The principal track is a 1.5-mile banked asphalt quad-oval facility, and was the first superspeedway in North America lighted for nighttime racing. LMS also has several lighted “short” tracks (a ¹/5-mile asphalt oval, a ¹/4-mile asphalt oval and a ¹/5-mile dirt oval), as well as a 2.25-mile asphalt road course. We have consistently improved and increased spectator seating arrangements at LMS, and it is now the third largest capacity sports facility in the United States. In 1997, LMS added a state-of-the-art 25,000 seat grandstand, featuring a unique mezzanine level concourse and 26 new suites. In 1998, LMS added 12,000 permanent seats, including 12 new luxury suites, again featuring a new stadium-style terrace section and mezzanine level facilities for enhanced spectator convenience and accessibility. In 1999, LMS added 10,000 permanent seats, and further expanded parking areas to accommodate the increases in attendance and to ease congestion. In 2000, LMS added 14,000 stadium-style terrace seats, featuring outstanding views, convenient elevator access and popular food courts. In 2000, LMS also completed construction of a ⁴/10-mile, modern, lighted, dirt track facility. In 2001, LMS widened certain front-stretch concourses and entranceways to improve spectator convenience and accessibility, and made other site improvements. LMS has significant club-style seating with convenient access to premium restaurant quality food and beverage service. At December 31, 2002, LMS had permanent seating capacity of approximately 162,000, including 113 luxury suites. In 2003, LMS plans to continue improving and expanding concessions, restroom and other fan amenities, expand available parking to ease congestion and improve traffic flow, and make other site improvements.

Texas Motor Speedway.    TMS, located on approximately 1,490 acres in Fort Worth, Texas, is a 1.5-mile, lighted, banked, asphalt quad-oval superspeedway, with an on-site 2.5-mile road course. TMS has constructed 76 condominiums overlooking turn two of the speedway and is marketing five remaining unsold condominiums. TMS also has an executive office tower adjoining the main grandstand overlooking the speedway which houses The Texas Motor Speedway Club. TMS, one of the largest sports facilities in the United States in terms of permanent seating capacity, hosted its first major NASCAR Winston Cup Series race in April 1997. TMS was designed to maximize spectator comfort and enjoyment, and further design improvements continue as we acquire operating experience with the facility. The TMS facilities are subject to a lease transaction with the Fort Worth Sports Authority as of December 31, 2002. See Note 2 to the December 31, 2002 Consolidated Financial Statements for information on the terms and conditions of the lease transaction. In 1999, TMS added 4,000 permanent seats, expanded its parking areas and improved traffic control, dramatically reducing travel congestion. In 2000, TMS completed construction of a ⁴/10-mile, modern, lighted, dirt track facility. In 2001, TMS converted approximately 50 suites to speedway club-style seating areas to help meet demand for premium seating and services at its largest events. At December 31, 2002, TMS had permanent seating capacity of approximately 158,000, including 194 luxury suites. Similar to 2002, TMS plans to continue expanding and increasing surrounding interstate access roads and interchanges, improving and expanding its on-site roads and available parking, and reconfiguring traffic patterns and entrances in 2003 to ease congestion and improve traffic flow.

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MANAGEMENT

Our executives and general managers are as follows:

Name	Age	Principal position(s) with the Company
O. Bruton Smith	76	Chief Executive Officer and Chairman
H.A. Wheeler	64	President, Chief Operating Officer and Director of SMI; President and General Manager of LMS
William R. Brooks	53	Vice President, Treasurer, Chief Financial Officer and Director
Edwin R. Clark	48	Executive Vice President and Director of SMI; President and General Manager of AMS
M. Jeffrey Byrd	53	Vice President and BMS General Manager
William E. Gossage	44	Vice President and TMS General Manager
Steve Page	49	IR President and General Manager
R. Christopher Powell	44	Executive Vice President and LVMS General Manager

The name, age, present principal occupation or employment and the material occupations, positions, offices or employments for the past five years of each SMI executive and manager are set forth below.

O. Bruton Smith, 76, has been the Chairman and Chief Executive officer of SMI since its organization in December 1994. Mr. Smith has served as the CEO and a director of Charlotte Motor Speedway, LLC, (“CMS”) a wholly-owned subsidiary of SMI, and its predecessor entities since 1975. Mr. Smith founded Charlotte Motor Speedway in 1959. Mr. Smith has been the Chairman and CEO of Atlanta Motor Speedway, Inc. since its acquisition in 1990, Texas Motor Speedway, Inc. since its formation in 1995, Bristol Motor Speedway, Inc. since its acquisition in January 1996, the subsidiary operating Infineon Raceway since its acquisition in November 1996, and the subsidiary operating Las Vegas Motor Speedway since its acquisition in December 1998. In addition, Mr. Smith serves as the CEO and a director, or in a similar capacity, for many of SMI’s other subsidiaries. Mr. Smith also is the Chairman, CEO, a director and controlling stockholder of Sonic Automotive, Inc. (“SAI”), (NYSE: symbol SAH), and serves as an officer or director of most of SAI’s operating subsidiaries. SAI is believed to be one of the ten largest automobile retail dealership groups in the United States and is engaged in the acquisition and operation of automobile dealerships. Mr. Smith also owns and operates Sonic Financial Corporation, a private business he controls, among other private businesses.

H.A. Wheeler,64, has been the President, Chief Operating Officer and a director of SMI since its organization in December 1994. Mr. Wheeler 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 also has served as Vice President and a director of BMS since its acquisition and TMS since its formation. Mr. Wheeler also serves as an officer and director of several other SMI subsidiaries.

William R. Brooks, 53,has been Vice President, Treasurer, Chief Financial Officer and a director of SMI since its organization in December 1994. Mr. Brooks joined Sonic Financial Corporation, an affiliate of SMI, from PriceWaterhouseCoopers in 1983, and has served as Vice President of CMS since before the organization of SMI, and has been Vice President and a director of AMS since its acquisition, and TMS since its formation. He has served as Vice President of BMS, LVMS and IR since their acquisition, and, prior to January 2001, had been a director of LVMS and IR. Mr. Brooks was the President and a director of Speedway Holdings, Inc., SMI’s financing subsidiary, and its predecessor entities from 1995 until its merger into SMI at the end of 2002. In addition, Mr. Brooks serves as an officer and a director, or in a similar capacity, for many of SMI’s other subsidiaries. Mr. Brooks also has served as a director of SAI since its formation in 1997 and served as its Chief Financial Officer from February to April 1997.

Edwin B. Clark,48, 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 successively Public

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Relations Director, Vice President of Administration and Vice President of Events of CMS since 1981. Mr. Clark became Executive Vice President of SMI upon its organization in December 1994, and has been a director of SMI since 1995.

M. Jeffrey Byrd,53, has served as Vice President and General Manager of BMS since its acquisition in 1996, and became President of BMS in 2003. 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.

William E. Gossage,44, became Vice President and General Manager of TMS in 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 speedways.

Steve Page,49, has served as President and General Manager of IR since its acquisition in 1996. Prior to being hired by SMI, Mr. Page had been continuously employed for several years as President of Brenda Raceway Corporation, which owned and operated IR before its acquisition by the Company. Mr. Page also spent eleven years working for the Oakland A’s baseball franchise in various marketing positions.

R. Christopher Powell,44, has served as Executive Vice President and General Manager of LVMS since its acquisition in 1998. Mr. Powell also serves as Vice President of several other SMI subsidiaries, and was Vice President of Speedway Holdings, Inc. until its merger into SMI at the end of 2002. Mr. Powell spent eleven years working for Sports Marketing Enterprises, a division of R.J. Reynolds. Since 1994, he served as manager of media relations and publicity on the NASCAR Winston Cup program. Mr. Powell’s previous duties include publicity and event operations on other R.J. Reynolds initiatives, including NHRA Drag Racing and the Vantage and Nabisco golf sponsorships.

Independent Directors

Our directors are elected at the annual meetings of stockholders to serve staggered terms of three years and until their successors are elected and qualified. The Board of Directors currently consists of eight directors, including four independent directors. The terms of Messrs. O. Bruton Smith, William P. Benton and Robert L. Rewey expire at the 2004 annual meeting; the terms of Messrs. Brooks and Mark M. Gambill expire at the 2005 annual meeting; and the terms of Messrs. Wheeler, Clark and Tom E. Smith expire at the 2006 annual meeting. Officers are elected by the Board of Directors to hold office until the first meeting of the Board of Directors following the next annual meeting of stockholders and until their successors are elected and qualified. Our independent directors are as follows:

Name	Age
William P. Benton	79
Mark M. Gambill	52
Robert L. Rewey	64
Tom E. Smith	62

William P. Benton,79, became a director of SMI in 1995. Mr. Benton retired from Ford Motor Company as its Vice President of Marketing worldwide after a 37-year career with the company. During that time, Mr. Benton held the following major positions: Vice President/General Manager of Lincoln/Mercury Division; Vice President/General Manager Ford Division; four years in Europe as Group Vice President Ford of Europe; and a member of the company’s Product Planning Committee, responsible for all products of the company worldwide. Most recently, Mr. Benton was Vice Chairman of Wells Rich Greene and Executive Director of Olgivy & Mather Worldwide in New York. In addition, Mr. Benton serves as a director of SAI and Allied Holdings, Inc.

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Mark M. Gambill,52, became a director of SMI in 1995. Mr. Gambill worked for Wheat First Securities from 1972 until it was sold to First Union (now Wachovia Corporation) in 1998. Mr. Gambill was the President of Wheat First Butcher Singer at the time of the sale and became President of Wheat First Union. He left First Union in 1999 to devote more time to family and personal interests. He is currently Managing Director of Cary Street Partners, a financial advisory firm. In addition, he serves as a director of the Noland Company and NTC Communications.

Robert L. Rewey,64, became a director of SMI in 2001. Mr. Rewey recently retired from Ford Motor Company after a distinguished 38-year career with Ford, most recently serving as Group Vice President of North American Operations & Global Consumer Services. Mr. Rewey managed numerous areas within Ford since 1963, also serving as Vice President of Sales, Marketing and Customer Service. Mr. Rewey also serves as a director of SAI and LoJack Corporation.

Tom E. Smith,62, became a director of SMI in 2001. Mr. Smith retired from Food Lion Stores, Inc. in 1999, after a distinguished 29-year career with that company, including serving as its Chief Executive Officer and President. A native of Salisbury, North Carolina, Mr. Smith serves as a director of CT Communications, Inc. and Farmer and Merchants Bank.

In late 2002, our Board of Directors took the following actions in response to recent federal legislation and stock exchange initiatives: (i) formed a Nominating/Governance Committee, with a charter, to oversee the nomination of directors for election and various corporate governance issues, (ii) adopted a charter for the Compensation Committee, (iii) adopted a revised Audit Committee charter, (iv) adopted Corporate Governance Guidelines for the Board, (v) adopted a Code of Business Conduct and Ethics applicable to our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and employees involved in our financial reporting processes, and (vi) confirmed that all members of each of the Nominating/Governance Committee, the Compensation Committee, and the Audit Committee are independent as defined by applicable and proposed listing standards of the New York Stock Exchange.

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CERTAIN TRANSACTIONS

At June 30, 2003, CMS had a note receivable for $967,000, including accrued interest, due from a partnership in which Mr. O. Bruton Smith, our Chairman and Chief Executive Officer, is a partner. The note is collateralized by certain land owned by the partnership. Our Board of Directors, including our Independent Directors, has reviewed this transaction and determined it an appropriate use of available SMI funds based on interest rates at the original transaction date and the underlying note collateral and creditworthiness of our Chairman and his partnership.

At June 30, 2003, SMI had $3,700,000, including accrued interest, due from Mr. Smith. The highest aggregate amount outstanding from January 1, 2002 through June 30, 2003 was $9,083,000. The amount due represents premiums paid by SMI before July 30, 2002 under a split-dollar life insurance trust arrangement on behalf of Mr. Smith and cash advances and expenses paid by SMI on behalf of our Chairman. Our Board of Directors, including our Independent Directors, has reviewed this compensatory arrangement and determined it an appropriate use of available SMI funds based on interest rates at the original transaction date and the underlying note collateral and creditworthiness of the Chairman. As of July 30, 2002, SMI indicated to Mr. Smith that it would no longer make payments under the split-dollar life insurance trust arrangement for his benefit.

SMI has made loans to, and paid certain expenses on behalf of, Sonic Financial Corporation, an affiliate of SMI through common ownership by our Chairman and Chief Executive Officer, for various corporate purposes. At June 30, 2003, SMI had $6,142,000, including accrued interest, due from Sonic Financial. The highest aggregate amount outstanding from January 1, 2002 through June 30, 2003 was $8.9 million. The Board of Directors, including SMI’s Independent Directors, has reviewed these transactions and determined them to be an appropriate use of available SMI funds based on interest rates at the original transaction date and the creditworthiness of Sonic Financial and our Chairman.

The amounts due from affiliates discussed in the preceding three paragraphs all bear interest at 1% over prime, are payable on demand, and SMI does not anticipate or require repayment before 2005. Changes reflected in the preceding paragraphs from December 31, 2002 primarily reflect increases in amounts due for accrued interest on outstanding balances, and decreases in amounts due for repayments by affiliates.

At June 30, 2003, SMI had loaned approximately $295,000 to a corporation affiliated with SMI through common ownership by Mr. Smith. The highest aggregate amount outstanding from January 1, 2002 through June 30, 2003 was $464,000. From time to time, SMI makes cash advances for various corporate purposes on behalf of the affiliate. The amount due is non-interest bearing, is payable on demand, is collateralized by certain personal property, and SMI does not anticipate or require repayment before 2005. Our Board of Directors, including our Independent Directors, has reviewed these transactions and determined them to be an appropriate use of available SMI funds based on the underlying collateral and the creditworthiness of our Chairman and affiliate.

Sonic Financial, an affiliate of the Company through common ownership by Mr. Smith, has made several loans and cash advances to AMS prior to 1996 for the acquisition of AMS and other expenses. Such loans and advances stood at $2,594,000 at June 30, 2003. Of such amount, approximately $1.8 million bears interest at 3.83% per annum. The remainder of the amount bears interest at 1% over prime. We believe that the terms of these loans and advances are on more favorable terms to AMS than those that could be obtained in an arm’s-length transaction with an unrelated third party.

600 Racing and SMIP each lease an office and warehouse facility from Chartown, an affiliate through common ownership by Mr. Smith, under annually renewable lease agreements. Rent expense in 2002 for 600 Racing approximated $197,000 and for SMIP approximated $195,000. Rent expense for 600 Racing approximated $98,000 for the six months ended June 30, 2003. Rent expense for SMIP approximated $97,000 for the six months ended June 30, 2003. The leases contain terms more favorable to SMI than would be obtained from unaffiliated third parties. Additionally, a special committee of our Independent Directors on SMI’s behalf

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evaluated these leases, assisted by independent counsel and real estate experts, and concluded that the leases are in the best interests of SMI and our stockholders. The economic terms of the leases were based on several factors, including projected earnings capacity of 600 Racing and SMIP, the quality, age, condition and location of the facilities, and rent paid for comparable commercial properties.

In 2002, and in the six months ended June 30, 2003, LVMS purchased new vehicles for employee use from Nevada Dodge, a subsidiary of SAI, for approximately $734,000 and $245,000, respectively. SAI, a publicly-traded company, is an affiliate of SMI through common control by Mr. Smith. We believe that the purchase terms approximate market value and are no less favorable than could be obtained in an arm’s-length transaction from an unrelated third party.

Oil-Chem sold z-Max micro-lubricant products to SAI car dealerships for resale to service customers of the dealerships in the ordinary course of business. Total purchases from Oil-Chem by SAI dealerships in 2002 and in the six months ended June 30, 2003 approximated $1,841,000 and $1,041,000, respectively. At June 30, 2003 Oil-Chem had $205,000 due from SAI. These sales occurred on terms no less favorable than could be obtained in an arm’s-length transaction with an unrelated third party.

SAI and its dealerships frequently purchase various apparel items, which are screenprinted or embroidered with SAI and dealership logos, for its employees as part of internal marketing and sales promotions. SAI and its dealerships purchase such items from several companies similar to SMIP and SMIT. Total purchases from SMIP and SMIT by SAI and its dealerships approximated $405,000 in 2002 and $644,000 for the six months ended June 30, 2003. The Company believes these sales occurred on terms no less favorable than could be obtained in an arm’s-length transaction from an unrelated third party.

For additional description of our transactions with affiliates, see Note 8 to our December 31, 2002 Consolidated Financial Statements and Note 6 to our June 30, 2003 Consolidated Financial Statements.

In August 2003, Sonic Financial proposed to purchase approximately $250,000 of jet fuel at then-prevailing market prices from SMI for use in Sonic Financial’s jet aircraft. This transaction will be on terms that are no less favorable to SMI than those that could be obtained in a comparable arms-length transaction with an unrelated party and is being reviewed by SMI’s Nominating/Corporate Governance Committee.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

2003 Credit Facility

On May 16, 2003, the Company obtained the 2003 Credit Facility. The 2003 Credit Facility is a senior Revolving Facility and Term Loan provided by a syndicate of banks led by Bank of America, N.A. as an agent and lender. The Revolving Facility provides for borrowings in an aggregate principal amount of up to $250.0 million, and includes a sub-limit of $10.0 million for the issuance of standby letters of credit and a sub-limit of $10.0 million for borrowings under short-term swing line loans. The Term Loan is in the aggregate principal amount of $50.0 million. At June 30, 2003, approximately $80.0 million was outstanding under the Revolving Facility and $50.0 million was outstanding under the Term Loan.

Interest Rates.    Amounts outstanding under the 2003 Credit Facility bear interest at a rate based, at our option, upon (1) LIBOR plus a margin ranging from 1.5% to 2.5%, as adjusted from time to time in accordance with the terms of the 2003 Credit Facility, or (2) the greater of (A) Bank of America’s prime rate or (B) the Federal Funds rate plus 0.5%. The 2003 Credit Facility adjusts the margin applicable to the LIBOR borrowings based upon certain ratios of funded debt to EBITDA. Proceeds from the 2003 Credit Facility have been used, among other things, to repay outstanding amounts under the 1999 Credit Facility, and fund, together with proceeds of the Original Notes offering and cash on hand, the redemption price paid on our June 15, 2003 redemption of all $250.0 million in aggregate principal amount of our 8 ¹/2% Notes.

Prepayment and Commitment Reductions.    Loans made pursuant to the Revolving Facility may be borrowed, repaid and reborrowed from time to time until the fifth anniversary of the establishment of the 2003 Credit Facility subject to satisfaction of certain conditions on the date of any such borrowing. Principal of the Term Loan will be amortized by quarterly payments beginning in 2004 through final maturity in 2008. Aggregate loan year amortization payments are expected to be as follows:

• $6.25 million in 2004-05;

• $12.5 million in 2005-06;

• $12.5 million in 2006-07; and

• $18.75 million in 2007-08.

In addition, the 2003 Credit Facility requires prepayment upon certain events.

Covenants.    The 2003 Credit Facility contains a number of financial, affirmative and negative covenants that regulate our operations. Financial covenants require maintenance of ratios of funded debt to EBITDA, funded senior debt to EBITDA, and EBIT to interest expense and dividends, and require us to maintain a minimum net worth. Negative covenants restrict, among other things, the incurrence and existence of liens, the making of investments, “restricted payments,” including share and debt security repurchases, capital expenditures, transactions with affiliates, acquisitions, sales of assets, and the incurrence of debt.

Events of Default.    The 2003 Credit Facility contains customary event of default provisions, including defaults resulting from:

• nonpayment of principal, interest or fees;

• violation of covenants (with applicable cure periods);

• inaccuracy of representations and warranties;

• cross-default to material contracts and indebtedness, including the Notes;

• bankruptcy or insolvency;

• material judgments;

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• ERISA matters;

• actual or claimed invalidity of loan documentation or security interests; and

• certain changes in control.

Security and Guarantees.    Indebtedness under the 2003 Credit Facility is guaranteed by each of our operative subsidiaries, except for Oil-Chem, and is secured by a pledge of all our guaranteeing subsidiaries’ capital stock and limited liability company interests, as the case may be.

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THE EXCHANGE OFFER

Purpose and Effect

We sold the Original Notes on May 16, 2003 in a transaction exempt from the registration requirements of the Securities Act. Therefore, the Original Notes are subject to significant restrictions on resale. In connection with this issuance, we entered into a registration rights agreement with the initial purchasers under which we agreed to file an exchange offer registration statement under the Securities Act and, upon effectiveness of the registration statement, offer to you the opportunity to exchange your Original Notes for a like principal amount of registered New Notes.

Under existing interpretations of the Securities Act by the staff of the Commission contained in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the New Notes would generally be freely transferable by holders after the exchange offer without further registration under the Securities Act (subject to certain representations required to be made by each holder of New Notes, as set forth below). However, any purchaser of Original Notes who is one of our “affiliates,” who intends to participate in the exchange offer for the purpose of distributing the New Notes or who is a broker-dealer who purchased Original Notes from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act, (1) will not be able to rely on the interpretations of the staff of the Commission, (2) will not be able to tender its Original Notes in the exchange offer and (3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the New Notes unless such sale or transfer is made pursuant to an exemption from such requirements.

The registration rights agreement further provides that we must use our reasonable best efforts to:

• cause the registration statement with respect to this exchange offer to be declared effective by the Commission within 150 days of the date on which we issued the Original Notes; and

• consummate this exchange offer within 30 business days of the date on which the registration statement is declared effective.

If you wish to exchange your Original Notes for New Notes in the exchange offer, you will be required to make certain representations. These representations include that:

• any New Notes to be received by you will be acquired in the ordinary course of your business;

• you are not engaged in and you do not intend to engage in a distribution of Original Notes or New Notes;

• you have no arrangements or understanding with any person to participate in the distribution of Original Notes or New Notes;

• you are not our “affiliate” (as defined in Rule 405 under the Securities Act);

• if you are not a broker-dealer, you are not engaged in, and do not intend to engage in, the distribution of the New Notes;

• if you are a broker-dealer, you will receive New Notes for your own account in exchange for Original Notes that you acquired as a result of market-making activities or other trading activities and that you will deliver a prospectus in connection with any resale of such New Notes; and

• you are not acting on behalf of any person who could not truthfully make the foregoing representations.

Terms of the Exchange Offer

We are offering to exchange $230 million in aggregate principal amount of our 6 ³/4% Senior Subordinated Notes due 2013 that have been registered under the Securities Act for a like principal amount of our outstanding unregistered 6 ³/4% Senior Subordinated Notes due 2013.

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Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept all Original Notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on the expiration date of the exchange offer. We will issue $1,000 principal amount of New Notes in exchange for each $1,000 principal amount of outstanding Original Notes we accept in the exchange offer. You may tender some or all of your Original Notes under the exchange offer. The exchange offer is not conditioned upon any minimum amount of Original Notes being tendered.

The form and terms of the New Notes will be the same as the form and terms of the Original Notes, except that the New Notes will be registered under the Securities Act and, thus, will not be subject to the restrictions on transfer or bear legends restricting their transfer.

The New Notes will evidence the same debt as the Original Notes and will be issued under, and be entitled to the benefits of, the indenture, as supplemented, governing the Original Notes. The New Notes will accrue interest from the most recent date to which interest has been paid or, if no interest has been paid, from date of issuance of the Original Notes. Accordingly, registered holders of New Notes on the record date for the first interest payment date following the completion of the exchange offer will receive interest accrued from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of the Original Notes. However, if that record date occurs prior to completion of the exchange offer, then the interest payable on the first interest payment date following the completion of the exchange offer will be paid to the registered holders of the Original Notes on that record date.

In connection with the exchange offer, you do not have any appraisal or dissenters’ rights under the Delaware Corporation Law or the indenture, as supplemented. We intend to conduct the exchange offer in accordance with the registration rights agreement and the applicable requirements of the Securities Exchange Act of 1934 and the rules and regulations of the Commission.

We will be deemed to have accepted validly tendered Original Notes when, as and if we have given oral or written notice of our acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purpose of receiving the New Notes from us. If we do not accept any tendered Original Notes because of an invalid tender or for any other reason, we will return certificates for any unaccepted Original Notes without expense to the tendering holder as promptly as practicable after the expiration date.

Expiration Date; Extensions; Amendments

The exchange offer will expire at 5:00 p.m., New York City time, on September 29, 2003, unless we, in our sole discretion, extend the exchange offer. If we determine to extend the exchange offer, we will notify the exchange agent of any extension by oral or written notice and give each registered holder notice of the extension by means of a press release or other public announcement before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion, to delay accepting any Original Notes, to extend the exchange offer or to amend or terminate the exchange offer if any of the conditions described below under “—Conditions” have not been satisfied or waived by giving oral or written notice to the exchange agent of the delay, extension, amendment or termination. Further, we reserve the right, in our sole discretion, to amend the terms of the exchange offer in any manner. We will notify you as promptly as practicable of any extension, amendment or termination.

Procedures for Tendering Original Notes

Any tender of Original Notes that is not withdrawn prior to the expiration date will constitute a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. A holder who wishes to tender Original Notes in the exchange offer must do either of the following:

• properly complete, sign and date the letter of transmittal, including all other documents required by the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal

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so requires; and mail or deliver that letter of transmittal and other required documents to the exchange agent at the address listed below under “Exchange Agent” on or before the expiration date; or

• if the Original Notes are tendered under the book-entry transfer procedures described below, transmit to the exchange agent on or before the expiration date an agent’s message.

In addition, one of the following must occur:

• the exchange agent must receive certificates representing your Original Notes, along with the letter of transmittal, on or before the expiration date; or

• the exchange agent must receive a timely confirmation of book-entry transfer of the Original Notes into the exchange agent’s account at The Depository Trust Company (“DTC”) under the procedure for book-entry transfers described below, along with the letter of transmittal or a properly transmitted agent’s message, on or before the expiration date; or

• the holder must comply with the guaranteed delivery procedures described below.

The term “agent’s message” means a message, transmitted by the book-entry transfer facility to and received by the exchange agent and forming a part of the book-entry confirmation, which states that the book-entry transfer facility has received an express acknowledgment from the tendering participant stating that the participant has received and agrees to be bound by the letter of transmittal and that we may enforce the letter of transmittal against the participant.

The method of delivery of Original Notes, the letter of transmittal and all other required documents to the exchange agent is at your election and risk. Rather than mail these items, we recommend that you use an overnight or hand delivery service. In all cases, you should allow sufficient time to assure timely delivery to the exchange agent before the expiration date. Do not send letters of transmittal or Original Notes to us.

Generally, an eligible institution must guarantee signatures on a letter of transmittal or a notice of withdrawal unless the Original Notes are tendered:

• by a registered holder of the Original Notes who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or

• for the account of an eligible institution.

If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantee must be by a firm which is:

• a member of a registered national securities exchange;

• a member of the National Association of Securities Dealers, Inc.;

• a commercial bank or trust company having an office or correspondent in the United States; or

• another “eligible institution” within the meaning of Rule 17Ad-15 under the Securities Exchange Act.

If the letter of transmittal is signed by a person other than the registered holder of any outstanding Original Notes, the Original Notes must be endorsed or accompanied by appropriate powers of attorney. The power of attorney must be signed by the registered holder exactly as the registered holder(s) name(s) appear(s) on the Original Notes and an eligible institution must guarantee the signature on the power of attorney.

If the letter of transmittal or any Original Notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to so act. If you wish to tender Original Notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should promptly instruct the registered holder to tender on your behalf.

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If you wish to tender on your behalf, you must, before completing the procedures for tendering Original Notes, either register ownership of the Original Notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.

We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt and acceptance of Original Notes tendered for exchange. Our determination will be final and binding on all parties. We reserve the absolute right to reject any and all tenders of Original Notes not properly tendered or Original Notes our acceptance of which might, in the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tender as to any particular Original Notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within the time period we determine. Neither we, the exchange agent nor any other person will incur any liability for failure to give you notification of defects or irregularities with respect to tenders of your Original Notes.

By tendering, you will represent to us that, among other things:

• the New Notes acquired in the exchange offer are being acquired in the ordinary course of business of the person receiving the New Notes;

• you are not engaging in and do not intend to engage in a distribution of New Notes;

• neither you nor any other person receiving your New Notes has any arrangement or understanding with any person to participate in the distribution of the New Notes; and

• neither you nor any other person receiving your New Notes is our “affiliate,” as defined under Rule 405 of the Securities Act.

If you or the person receiving your New Notes is our “affiliate,” as defined under Rule 405 of the Securities Act, or is participating in the exchange offer for the purpose of distributing the New Notes, you or that other person (1) cannot rely on the applicable interpretations of the staff of the Commission and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in any resale transaction.

If you are a broker-dealer and you will receive New Notes for your own account in exchange for Original Notes, where such Original Notes were acquired as a result of market-making activities or other trading activities, you must acknowledge that you will deliver a prospectus in connection with any resale of the New Notes.

Acceptance of Original Notes for Exchange; Delivery of New Notes

Upon satisfaction of all conditions to the exchange offer, we will accept, promptly after the expiration date, all Original Notes properly tendered and issue the New Notes.

For purposes of the exchange offer, we shall be deemed to have accepted properly tendered Original Notes for exchange when, as and if we have given oral or written notice of that acceptance to the exchange agent. For each Original Note accepted for exchange, you will receive a New Note having a principal amount equal to that of the surrendered Original Note.

In all cases, we will issue New Notes for Original Notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives (1) certificates for your Original Notes or a timely confirmation of book-entry transfer of your Original Notes into the exchange agent’s account at DTC and (2) a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent’s message. If we do not accept any tendered Original Notes for any reason set forth in the terms of the exchange offer or if you submit Original Notes for a greater principal amount than you desire to exchange,

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we will return the unaccepted or non-exchanged Original Notes without expense to you. In the case of Original Notes tendered by book-entry transfer into the exchange agent’s account at DTC under the book-entry procedures described below, we will credit the non-exchanged Original Notes to your account maintained with DTC.

Book-Entry Transfer

We understand that the exchange agent will make a request within two business days after the date of this prospectus to establish accounts for the Original Notes at DTC for the purpose of facilitating the exchange offer, and any financial institution that is a participant in DTC’s system may make book-entry delivery of Original Notes by causing DTC to transfer the Original Notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. Although delivery of Original Notes may be effected through book-entry transfer at DTC, the exchange agent must receive a properly completed and duly executed letter of transmittal with any required signature guarantees, or an agent’s message instead of a letter of transmittal, and all other required documents at its address listed below under “—Exchange Agent” on or before the expiration date, or if you comply with the guaranteed delivery procedures described below, within the time period provided under those procedures.

Guaranteed Delivery Procedures

If you wish to tender your Original Notes and your Original Notes are not immediately available, or you cannot deliver your Original Notes, the letter of transmittal or any other required documents or comply with DTC’s procedures for transfer before the expiration date, then you may participate in the exchange offer if:

(1) the tender is made through an eligible institution;

(2) before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, by facsimile transmission, mail or hand delivery, containing (a) the name and address of the holder and the principal amount of Original Notes tendered, (b) a statement that the tender is being made thereby and (c) a guarantee that within three New York Stock Exchange (“NYSE”) trading days after the expiration date, the certificates representing the Original Notes in proper form for transfer or a book-entry confirmation and any other documents required by the letter of transmittal will be deposited by the eligible institution with the exchange agent; and

(3) the exchange agent receives the properly completed and executed letter of transmittal as well as certificates representing all tendered Original Notes in proper form for transfer, or a book-entry confirmation, and all other documents required by the letter of transmittal within three NYSE trading days after the expiration date.

Withdrawal Rights

You may withdraw your tender of Original Notes at any time before the expiration date of the exchange offer. For a withdrawal to be effective, the exchange agent must receive a written notice of withdrawal at its address listed below under “—Exchange Agent.” The notice of withdrawal must:

• specify the name of the person who tendered the Original Notes to be withdrawn;

• identify the Original Notes to be withdrawn, including the principal amount, or, in the case of Original Notes tendered by book-entry transfer, the name and number of the DTC account to be credited, and otherwise comply with the procedures of DTC; and

• if certificates for Original Notes have been transmitted, specify the name in which those Original Notes are registered if different from that of the withdrawing holder.

If you have delivered or otherwise identified to the exchange agent the certificates for Original Notes, then, before the release of such certificates, you must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible institution, unless the holder is an eligible institution.

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We will determine in our sole discretion all questions as to the validity, form and eligibility, including time of receipt, of notices of withdrawal. Our determination will be final and binding on all parties. Any Original Notes so withdrawn will be deemed not to have been validly tendered for purposes of the exchange offer. We will return any Original Notes that have been tendered but that are not exchanged for any reason to the holder, without cost, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. In the case of Original Notes tendered by book-entry transfer into the exchange agent’s account at DTC, the Original Notes will be credited to an account maintained with DTC for the Original Notes. You may retender properly withdrawn Original Notes by following one of the procedures described under “—Procedures for Tendering Original Notes” at any time on or before the expiration date.

Conditions

Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange New Notes for, any Original Notes if, prior to the expiration of the exchange offer:

(1) any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; or

(2) the exchange offer, or the making of any exchange by a holder of Original Notes, would violate any applicable law or applicable interpretation by the staff of the Commission.

The conditions listed above are for our sole benefit and we may assert them regardless of the circumstances giving rise to any condition. We may waive these conditions in our discretion in whole or in part at any time and from time to time prior to the expiration of the exchange offer. If we fail at any time to exercise any of the above rights, the failure will not be deemed a waiver of those rights, and those rights will be deemed ongoing rights which may be asserted at any time and from time to time prior to the expiration of the exchange offer. All conditions will be satisfied or waived prior to the expiration of the exchange offer.

Exchange Agent

U.S. Bank National Association is the exchange agent for the exchange offer. You should direct any questions and requests for assistance and requests for additional copies of this prospectus, the letter of transmittal or the notice of guaranteed delivery to the exchange agent addressed as follows:

U.S. Bank National Association
By Registered or Certified Mail: U.S. Bank National Assocation 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Specialized Finance		By Hand or Overnight Delivery: U.S. Bank National Assocation 60 Livingston Avenue St. Paul, Minnesota 55107 Attention: Specialized Finance
	By Facsimile: (Eligible Institutions Only) (651) 495-8097 (MN)
	For Information or Confirmation by Telephone: (800) 934-6802 (MN)

Delivery of the letter of transmittal to an address other than as listed above or transmission via facsimile other than as listed above will not constitute a valid delivery of the letter of transmittal. Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or overnight delivery service.

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Fees and Expenses

We will pay the expenses of the exchange offer. We will not make any payments to brokers, dealers or others soliciting acceptances of the exchange offer. We are making the principal solicitation by mail; however, our officers and employees may make additional solicitations by facsimile transmission, e-mail, telephone or in person. You will not be charged a service fee for the exchange of your Original Notes, but we may require you to pay any transfer or similar government taxes in certain circumstances.

Transfer Taxes

You will not be obligated to pay any transfer taxes in connection with your tender of Original Notes, unless you instruct us to register New Notes in the name of, or request that Original Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered tendering holder.

Consequences of Failure to Exchange Original Notes

If you are eligible to participate in the exchange offer but do not tender your Original Notes, you will not have any further registration rights. Your Original Notes will continue to be subject to restrictions on transfer. Accordingly, you may resell the Original Notes that are not exchanged only:

• to us;

• so long as the Original Notes are eligible for resale under Rule 144A under the Securities Act, to a person whom you reasonably believe is a “qualified institutional buyer” within the meaning of Rule 144A purchasing for its own account or for the account of a qualified institutional buyer in a transaction meeting the requirements of Rule 144A;

• in accordance with Rule 144 or Regulation S under the Securities Act or another exemption from the registration requirements of the Securities Act;

• to an institutional accredited investor (as defined in Rule 501 (a)( 1), (2), (3) or (7) under the Securities Act) that is acquiring the Original Notes for its own account or for the account of an institutional accredited investor for investment purposes and not with a view to, or for offer or sale in connection with, any distribution in violation of the Securities Act; or

• under any effective registration statement under the Securities Act;

in each case in accordance with all other applicable securities laws. We do not intend to register the Original Notes under the Securities Act.

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DESCRIPTION OF NEW NOTES

General

You can find the definitions of certain terms used in this description under the subheading “—Certain Definitions.” SMI will issue the New Notes under an indenture dated as of May 16, 2003 (as supplemented, the “Indenture”) among itself, its subsidiary guarantors (the “Guarantors”) and U.S. Bank National Association, as trustee (the “Trustee”). The terms of the New and Original Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”).

Except as we otherwise indicate, the following summary applies to both the Original and New Notes together.

The form and terms of the New Notes are substantially identical to the form and terms of the Original Notes, except that unlike the Original Notes, the New Notes will have been registered and will not bear legends restricting their transfer.

The following description is a summary of the material provisions of the Indenture. It does not restate the agreement in its entirety. We urge you to read the Indenture because it, and not this description, defines your rights as holders of these Notes. Certain defined terms used in this description but not defined below under the caption “—Certain Definitions” have the meanings assigned to them in the Indenture.

Principal, Maturity and Interest

The Indenture governing the New Notes provides for the issuance of an unlimited principal amount of notes. SMI will issue New Notes with a maximum aggregate principal amount of $230.0 million in this offering. The New Notes now being offered and any other additional notes to be offered under the Indenture (the “Additional Notes”) will have identical terms and conditions (except if specified as to date of issuance and date from which interest accrues) and will be considered part of the same class. Both the Notes and any Additional Notes will vote together on all matters submitted to a vote of noteholders. For purposes of this “Description of New Notes” references to the Notes do not include Additional Notes. No offering of any Additional Notes is being or shall in any manner be deemed to be made by this prospectus. In addition there can be no assurance as to when or whether SMI will issue any Additional Notes.

The New Notes will mature on June 1, 2013. Interest on the New Notes will accrue at the rate of 6 ³/4% per annum and will be payable semi-annually in arrears on June 1 and December 1, commencing on December 1, 2003. SMI will make each interest payment to the Holders of record of the New Notes on the immediately preceding May 15 and November 15.

SMI will issue New Notes in denominations of $1,000 and integral multiples of $1,000. Interest on the New Notes will accrue from the date of original issuance or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Methods of Receiving Payments on the Notes

If a holder of New Notes (a “Holder”) has given wire transfer instructions to SMI, SMI will pay all principal, premium, interest and Liquidated Damages on the New Notes in accordance with those instructions. All other payments on the New Notes will be made at the office or agency SMI maintains for such purpose within the State of New York. However, we may choose to pay interest and Liquidated Damages by mailing a check to the Holders of the New Notes at their addresses set forth in the Register of Holders.

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Subsidiary Guarantees

Each of the existing and future operative subsidiaries of SMI, other than Oil-Chem Research Corporation, will jointly and severally guarantee SMI’s obligations under the New Notes. Each other SMI subsidiary that guarantees SMI’s or the guarantors’ obligations under the Credit Agreement will also guarantee the New Notes. Each subsidiary guarantee will be subordinated to the prior payment in full of all Senior Indebtedness. The obligations of each Guarantor under its subsidiary guarantee will be limited as necessary to prevent that subsidiary guarantee from constituting a fraudulent conveyance under applicable law. See “Risk Factors—Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors.”

A Guarantor may not consolidate with or merge into (whether or not such Guarantor is the surviving person) another Person unless:

(1) immediately after giving effect to that transaction, no Default or Event of Default exists; and

(2) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of that Guarantor pursuant to a supplemental indenture satisfactory to the Trustee.

The Subsidiary Guarantee of a Guarantor will be released:

(1) in connection with any sale or other disposition of all of the assets of that Guarantor (including by way of merger or consolidation), if SMI applies the Net Proceeds of that sale or other disposition, in accordance with the applicable provisions of the Indenture; or

(2) in connection with any sale of all of the capital stock of a Guarantor, if SMI applies the Net Proceeds of that sale in accordance with the applicable provisions of the Indenture; or

(3) upon the release by all holders of Senior Indebtedness and Guarantor Senior Indebtedness of all guarantees issued by a Guarantor and all liens of the property and assets of such Guarantor that relate to Senior Indebtedness and Guarantor Senior Indebtedness; or

(4) upon the designation of a Subsidiary as an Unrestricted Subsidiary.

Ona pro formabasis, after giving effect to the sale of the Original Notes and the application of the proceeds therefrom, borrowings under the 2003 Credit Facility and the redemption of the 8 ¹/2% Notes, the principal amount of Guarantor Senior Indebtedness outstanding at December 31, 2002 would have been approximately $130.3 million and approximately $130.2 million of Guarantor Senior Indebtedness was outstanding at June 30, 2003, which amounts are the same Indebtedness that constitutes Senior Indebtedness of SMI. The Indenture will limit, subject to certain financial tests, the amount of additional indebtedness, including Guarantor Senior Indebtedness, that the Guarantors can incur. See “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

The Board of Directors of SMI may at any time designate an Unrestricted Subsidiary to be a Subsidiary;provided that such designation shall be deemed to be an incurrence of Indebtedness by a Subsidiary of SMI of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if:

(1) such Indebtedness is permitted under the covenant described under the caption “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” calculated on apro formabasis as if such designation had occurred at the beginning of the four-quarter reference period; and

(2) no Default or Event of Default would be in existence following such designation.

In addition, an Unrestricted Subsidiary shall continue to be an unrestricted subsidiary for purposes of the Indenture only if it:

(1) has no Indebtedness other than Non-Recourse Debt;

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(2) is a Person with respect to which neither SMI nor any of its Subsidiaries has any direct or indirect obligation,

(a) to subscribe for additional Equity Interests; or

(b) to maintain or preserve such Person’s financial condition or to cause such Person to achieve any specified levels of operating results; and

(3) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of SMI or any of its Subsidiaries.

If, at any time, an Unrestricted Subsidiary fails to meet the requirements described in the preceding paragraph, such Unrestricted Subsidiary shall thereafter cease to be an unrestricted subsidiary for purposes of the Indenture and any Indebtedness of such Unrestricted Subsidiary shall be deemed to be incurred by a Subsidiary of SMI as of such date. If such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption“—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock,” SMI shall be in default of such covenant. In the event an Unrestricted Subsidiary is designated as a Subsidiary or ceases to be an unrestricted subsidiary for purposes of the Indenture, the Indenture will require SMI to cause such Unrestricted Subsidiary to execute and deliver to the Trustee a supplemental indenture pursuant to which such Unrestricted Subsidiary will become a Guarantor.

Subordination

The payment of principal, premium and interest, and Liquidated Damages, if any, and other payment obligations on, or with respect to, the New Notes (including any obligation to repurchase the New Notes) will be subordinated to the prior payment in full of all Senior Indebtedness of SMI.

The holders of Senior Indebtedness will be entitled to receive payment in full of all Obligations due in respect of Senior Indebtedness (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Indebtedness) before the Holders of New Notes will be entitled to receive any payment with respect to the New Notes (except that Holders of New Notes may receive common equity securities or debt securities that are subordinated at least to the same extent as the New Notes to Senior Indebtedness and any securities issued in exchange for Senior Indebtedness (collectively, “Permitted Junior Securities”)) and payments made from the trust described under “—Legal Defeasance and Covenant Defeasance,” in the event of any distribution to creditors of SMI:

(1) in a liquidation or dissolution of SMI;

(2) in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to SMI or its property;

(3) in an assignment for the benefit of creditors; or

(4) in any marshalling of SMI’s assets and liabilities.

SMI also may not make any payment in respect of the New Notes (except in Permitted Junior Securities or from the trust described under “—Legal Defeasance and Covenant Defeasance”) if:

(1) a payment default on Designated Senior Indebtedness occurs; or

(2) any other default occurs and is continuing on Designated Senior Indebtedness that permits holders of the Designated Senior Indebtedness to accelerate its maturity and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from (a) with respect to Designated Senior Indebtedness arising under the Credit Agreement, the agent for the benefit of the lenders thereunder or (b) with respect to any other Designated Senior Indebtedness, the holders of any Designated Senior Indebtedness.

Payments on the New Notes may and shall be resumed:

(1) in the case of a payment default on Designated Senior Indebtedness, upon the date on which such default is cured or waived; and

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(2) in the case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Indebtedness has been accelerated.

No new period of payment blockage may be commenced unless and until:

(1) 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice; and

(2) all scheduled payments of principal, premium and interest on the Notes that have come due have been paid in full in cash.

No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days.

SMI must promptly notify holders of Senior Indebtedness if payment of the New Notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of SMI, Holders of the New Notes may recover less ratably than creditors of SMI who are holders of Senior Indebtedness.

Optional Redemption

SMI may not redeem the Notes prior to June 1, 2008. After June 1, 2008, SMI has the option to redeem all or part of the New Notes upon not less than 30 nor more than 60 days’ notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on June 1 of the years indicated below:

Year	Percentage
2008	103.375%
2009	102.250%
2010	101.125%
2011 and thereafter	100.000%

Selection and Notice

If less than all of the New Notes are to be redeemed at any time, the Trustee will select New Notes for redemption as follows:

(1) if the New Notes are listed, in compliance with the requirements of the principal national securities exchange on which the New Notes are listed; or

(2) if the New Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate.

No New Notes of $1,000 or less shall be redeemed in part. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of New Notes to be redeemed at its registered address.

If any Note is to be redeemed in part only, the notice of redemption that relates to that Note shall state the portion of the principal amount thereof to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the Holder thereof upon cancellation of the original

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Note. New Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on New Notes or portions of them called for redemption.

In addition, at any time prior to June 1, 2006, SMI, at its option, may use the net proceeds of one or more Equity Offerings to redeem up to an aggregate of 35% of the aggregate principal amount of New Notes originally issued under the Indenture at a redemption price equal to 106.75% of the aggregate principal amount of the New Notes redeemed, plus accrued and unpaid interest, if any, to the redemption date (subject to the rights of holders of record on relevant record dates to receive interest due on an interest payment date); provided that this redemption provision shall not be applicable with respect to any transaction that results in a Change of Control. At least 65% of the initial aggregate principal amount of New Notes must remain outstanding immediately after the occurrence of such redemption. In order to effect this redemption, SMI must mail a notice of redemption no later than 30 days after the closing of the related Equity Offering and must complete such redemption within 60 days of the closing of the Equity Offering.

If less than all of the New Notes are to be redeemed, the Trustee shall select the New Notes to be redeemed in compliance with the requirements of the principal national security exchange, if any, on which the New Notes are listed, or if the New Notes are not listed, on a pro rata basis, by lot or by any other method the Trustee shall deem fair and reasonable. New Notes redeemed in part must be redeemed only in integral multiples of $1,000. Redemption pursuant to the provisions relating to an Equity Offering must be made on a pro rata basis or on as nearly a pro rata basis as practicable (subject to the procedures of the Depositary or any other depositary).

Repurchase at the Option of Holders

Change of Control

Upon the occurrence of a Change of Control, each Holder of New Notes will have the right to require SMI to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of that Holder’s New Notes pursuant to the offer described below (the “Change of Control Offer”). In the Change of Control Offer, SMI will offer a price in cash equal to 101% of the aggregate principal amount of the New Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon (the “Change of Control Payment”) to the date of purchase (the “Change of Control Payment Date”).

Within 15 days following any Change of Control, SMI will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase New Notes pursuant to the procedures required by the Indenture and described in such notice. The Change of Control Payment Date shall be a business day not less than 30 days nor more than 60 days after such notice is mailed. SMI will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the New Notes as a result of a Change of Control.

On the Change of Control Payment Date, SMI will, to the extent lawful:

(1) accept for payment all New Notes or portions thereof properly tendered pursuant to the Change of Control Offer;

(2) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all New Notes or portions thereof so tendered; and

(3) deliver or cause to be delivered to the Trustee the New Notes so accepted together with an officers’ certificate stating the aggregate principal amount of New Notes or portions thereof being purchased by SMI.

The Paying Agent will promptly mail to each Holder of Notes so tendered the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any;provided,that each such new Note will be in a principal amount of $1,000 or an integral multiple thereof.

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Prior to complying with the provisions described under this caption, but in any event within 90 days following a Change of Control, SMI will either repay all outstanding Senior Indebtedness or obtain the requisite consents, if any, under all agreements governing outstanding Senior Indebtedness to permit the repurchase of New Notes as described under this caption. SMI will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

The Change of Control provisions described above will be applicable whether or not any other provisions of the Indenture are applicable to the transaction constituting a Change of Control. Except as described above with respect to a Change of Control, the Indenture does not contain provisions that permit Holders of New Notes to require that SMI repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction.

Although the existence of a Holder’s right to require SMI to repurchase the New Notes in respect of a Change of Control may deter a third party from acquiring SMI in a transaction that constitutes a Change of Control, the provisions of the Indenture relating to a Change of Control in and of themselves may not afford Holders of New Notes protection in the event of a highly leveraged transaction, reorganization, recapitalization, restructuring, merger or similar transaction involving SMI that may adversely affect Holders, if such transaction is not the type of transaction included within the definition of a Change of Control.

The Credit Agreement as in effect on the date of the Indenture provides that certain change of control events with respect to SMI would constitute a default thereunder. Any future credit agreements or other agreements relating to Senior Indebtedness to which SMI becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when SMI is prohibited from purchasing New Notes, SMI could seek the consent of its lenders to the purchase of New Notes or could attempt to refinance the borrowings that contain such prohibition. If SMI does not obtain such a consent or repay such borrowings, SMI will remain prohibited from purchasing New Notes. In such case, SMI’s failure to purchase tendered New Notes would constitute an Event of Default under the Indenture which would, in turn, constitute a default under either the Credit Agreement. In such circumstances, the subordination provisions in the Indenture would likely restrict payments to Holders of New Notes.

SMI will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by SMI and purchases all New Notes validly tendered and not withdrawn under such Change of Control Offer.

The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of “all or substantially all” of the assets of SMI and its Subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of New Notes to require SMI to repurchase such New Notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of SMI and its Subsidiaries taken as a whole to another Person or group may be uncertain.

Restrictions in the Indenture described herein on the ability of SMI and our Subsidiaries to incur additional Indebtedness, to grant Liens on our or their property, to make Restricted Payments and to make Asset Sales also may make more difficult or discourage a takeover of SMI, whether favored or opposed by our management. Consummation of any such transaction in certain circumstances may require redemption or repurchase of the Notes, and there can be no assurance that SMI or the acquiring party will have sufficient financial resources to effect such redemption or repurchase. In certain circumstances, such restrictions and the restrictions on transactions with Affiliates may make more difficult or discourage any leveraged buyout of SMI or any of our Subsidiaries. While such restrictions cover a variety of arrangements which traditionally have been used to effect highly leveraged transactions, the Indenture may not afford the Holders of New Notes protection in all circumstances from the adverse aspects of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction.

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SMI will comply with the requirements of Section 14(e) of, and Rule 14e-l under, the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the New Notes as a result of a Change of Control.

Asset Sales

SMI will not, and will not permit any of its Subsidiaries to, consummate an Asset Sale unless:

(1) SMI (or the Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of;

(2) such fair market value is determined by SMI’s Board of Directors and evidenced by a resolution of the Board of Directors set forth in an officers’ certificate delivered to the Trustee, or by independent appraisal by an accounting, appraisal or investment banking firm of national standing; and

(3) at least 75% of the consideration therefor received by SMI or such Subsidiary is in the form of cash or Cash Equivalents.

For purposes of requirement (3) of this covenant, the following will be deemed to be cash: (A) the amount of any Senior Indebtedness of SMI or any Subsidiary that is actually assumed by the transferee in such Asset Sale and from which SMI and the Subsidiaries are fully and unconditionally released (excluding any liabilities that are incurred in connection with or in anticipation of such Asset Sale and contingent liabilities) and (B) the amount of any notes, securities or other similar obligations received by SMI or any Subsidiary from such transferee that are immediately converted, sold or exchanged (or are converted, sold or exchanged within 30 days of the related Asset Sale) by SMI or the Subsidiaries into cash in an amount equal to the net cash proceeds realized upon such conversion, sale or exchange.

However, requirement (3) does not apply to any Asset Sale involving any Unrestricted Subsidiary of SMI. Further, Requirements (l)-(3) do not apply to any Like Kind Exchange.

Within 365 days after the receipt of any Net Proceeds from an Asset Sale, SMI may apply such Net Proceeds, at its option:

(1) to permanently reduce Senior Indebtedness of our or any Guarantor (and correspondingly reduce commitments with respect thereto in the case of any reduction of borrowings under the Credit Agreement);

(2) to the acquisition of a controlling interest in another business, the making of a capital expenditure or the acquisition of other long-term assets, in each case, in the same or a similar line of business as SMI was engaged in on the date of the Indenture; or

(3) to reimburse SMI or its Subsidiaries for expenditures made, and costs incurred, to repair, rebuild, replace or restore property subject to loss, damage or taking to the extent that the Net Proceeds consist of insurance proceeds received on account of such loss, damage or taking.

Pending the final application of any such Net Proceeds, SMI may temporarily reduce Senior Indebtedness or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture.

Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $5.0 million, SMI will apply the Excess Proceeds to the repayment of the New Notes and any other Pari Passu Indebtedness outstanding with similar provisions requiring SMI to make an offer to purchase such Indebtedness with the proceeds from any Asset Sale as follows:

(A) SMI will make an offer to purchase (an “Asset Sale Offer”) from all Holders of the New Notes in accordance with the procedures set forth in the Indenture in the maximum principal amount (expressed

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as a multiple of $1,000) of New Notes that may be purchased out of an amount (the “Note Amount”) equal to the product of such Excess Proceeds multiplied by a fraction, the numerator of which is the outstanding principal amount of the New Notes, and the denominator of which is the sum of the outstanding principal amount (or accreted value in the case of Indebtedness issued with original issue discount) of the New Notes and such Pari Passu Indebtedness (subject to proration in the event such amount is less than the aggregate Offered Price (as defined herein) of all New Notes tendered) and

(B) to the extent required by such Pari Passu Indebtedness to permanently reduce the principal amount of such Pari Passu Indebtedness (or accreted value in the case of Indebtedness issued with original issue discount), SMI will make an offer to purchase or otherwise repurchase or redeem Pari Passu Indebtedness (a “Pari Passu Offer”) in an amount (the “Pari Passu Debt Amount”) equal to the excess of the Excess Proceeds over the Note Amount;providedthat in no event will SMI be required to make a Pari Passu Offer in a Pari Passu Debt Amount exceeding the principal amount (or accreted value) of such Pari Passu Indebtedness plus the amount of any premium required to be paid to repurchase such Pari Passu Indebtedness.

The New Notes will be purchased at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date such Asset Sale Offer is consummated (the “Offered Price”), in accordance with the procedures set forth in the Indenture. To the extent that the aggregate Offered Price of the New Notes tendered pursuant to an Asset Sale Offer is less than the Note Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that is purchased in a Pari Passu Offer is less than the Pari Passu Debt Amount, SMI may use any remaining Excess Proceeds for general corporate purposes, subject to the other covenants contained in the Indenture. If the aggregate principal amount of New Notes and Pari Passu Indebtedness surrendered by Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the New Notes to be purchased on a pro rata basis. Upon the completion of the purchase of all the New Notes tendered pursuant to an Asset Sale Offer and the completion of a Pari Passu Offer, the amount of Excess Proceeds, if any, shall be reset at zero.

Notwithstanding the foregoing, SMI and its Subsidiaries will be permitted to consummate one or more Asset Sales with respect to assets or properties with an aggregate fair market value not in excess of $7.5 million with respect to all such Asset Sales made subsequent to the date of the Indenture without complying with the provisions of the preceding paragraphs. Fair market value will be evidenced by a resolution of SMI’s Board of Directors set forth in an Officers’ Certificate delivered to the Trustee.

In the event of the transfer of substantially all (but not all) of the property and assets of SMI as an entirety to a Person in a transaction permitted under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” below, the successor corporation shall be deemed to have sold the properties and assets of SMI not so transferred for purposes of this covenant and shall comply with the provisions of this covenant with respect to such deemed sale as if it were an Asset Sale. In addition, the fair market value of such properties and assets of SMI or its Subsidiaries deemed to be sold shall be deemed to be Net Proceeds for purposes of this covenant.

If at any time any non-cash consideration received by SMI in connection with any Asset Sale is converted into or sold or otherwise disposed of for cash, then such conversion or disposition shall be deemed to constitute an Asset Sale hereunder and the Net Proceeds thereof shall be applied in accordance with this covenant.

SMI will comply with the requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of New Notes pursuant to an Asset Sale Offer.

Certain Covenants

Restricted Payments

(a) SMI will not, and will not permit any of its Subsidiaries to, directly or indirectly:

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(1) declare or pay any dividend or make any other payment or distribution on account of the Equity Interests of SMI or any of its Subsidiaries (including, without limitation, any payment in connection with any merger or consolidation involving SMI or any of its Subsidiaries) or to the direct or indirect holders of the Equity Interests of SMI or any of its Subsidiaries in their capacity as such (other than dividends on distributions payable in Equity Interests (other than Disqualified Stock) of SMI, dividends or distributions payable to SMI or any Subsidiary of SMI or dividends or distributions made by a Subsidiary of SMI to all holders of its Common Stock on apro ratabasis);

(2) purchase, redeem or otherwise acquire or retire for value any Equity Interests of SMI, any Subsidiary of SMI, any Unrestricted Subsidiary or any direct or indirect parent of SMI (other than any such Equity Interests owned by SMI or any Subsidiary of SMI);

(3) make any principal payment on, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness that is subordinated to the New Notes, except at Stated Maturity; or

(4) make any Restricted Investment (all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”),

unless, at the time of and after giving effect to such Restricted Payment:

(1) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and

(2) SMI would, at the time of such Restricted Payment and after givingproformaeffect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to paragraph (b) of the covenant described below under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(3) such Restricted Payment, together with the aggregate of all other Restricted Payments made by SMI and its Subsidiaries after the date of the Indenture (excluding Restricted Payments permitted by clauses (2), (3), (4), (7), (8) and (9) of the next succeeding paragraph), is less than the sum of:

(A) 50% of the Consolidated Net Income of SMI for the period (taken as one accounting period) commencing on the first day of the fiscal quarter beginning immediately prior to the Issue Date to the end of SMI’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus

(B) 100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors, of marketable securities received by SMI from the issue or sale since the date of the Indenture of Equity Interests of SMI or of debt securities of SMI that have been converted into such Equity Interests (other than Equity Interests (or convertible debt securities) sold to a Subsidiary of SMI or the Unrestricted Subsidiary and other than Disqualified Stock or debt securities that have been converted into Disqualified Stock); plus

(C) to the extent that any Restricted Investment that was made after the date of the Indenture is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any), and (ii) the initial amount of such Restricted Investment, plus (iii) the amount resulting from designation of an Unrestricted Subsidiary as a Subsidiary or an Unrestricted Subsidiary ceasing to be an unrestricted subsidiary for purposes of the Indenture (such amount to be valued as provided in the second succeeding paragraph) not to exceed the amount of Investments previously made by SMI or any Subsidiary in an Unrestricted Subsidiary and which was, while an Unrestricted Subsidiary was treated as an unrestricted subsidiary for purposes of the Indenture, treated as a Restricted Payment under the Indenture.

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(b) The preceding provisions will not prohibit:

(1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture;

(2) the redemption, repurchase, retirement or other acquisition of any Equity Interests of SMI in exchange for, or out of the proceeds of, the substantially concurrent sale (other than to a Subsidiary of SMI or an Unrestricted Subsidiary) of other Equity Interests of SMI (other than any Disqualified Stock);provided,that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clause (3)(B) of the preceding paragraph;

(3) the defeasance, redemption or repurchase ofpari passuor subordinated Indebtedness with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness or the substantially concurrent sale (other than to a Subsidiary of SMI or the Unrestricted Subsidiary) of Equity Interests of SMI (other than Disqualified Stock);provided,that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement or other acquisition shall be excluded from clause (3)(B) of the preceding paragraph;

(4) the making of any Restricted Payments after the date of the Indenture not exceeding in the aggregate $75.0 million; provided, that no Default or Event of Default shall have occurred and be continuing immediately after such transaction;

(5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of SMI or any Subsidiary of SMI held by any member of SMI’s (or any of its Subsidiaries’) management pursuant to any management equity subscription agreement or stock option agreement;provided,that:

(a) the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $1.0 million in any twelve-month period plus the aggregate cash proceeds received by SMI during such twelve-month period from any reissuance of Equity Interests by SMI to members of management of SMI and its Subsidiaries; and

(b) no Default or Event of Default shall have occurred and be continuing immediately after such transaction;

(6) The payment of cash dividends on SMI’s shares of Common Stock in the aggregate amount per fiscal year equal to $0.30 per share for each share of Common Stock of SMI outstanding as of the one record date for dividends payable in respect of such fiscal year plus an additional amount per share equal to 33% of such permitted cash per share dividend payment to the extent SMI’s Board of Directors approves any such increase in dividends per share (as such amount shall be adjusted for changes in the capitalization of SMI upon recapitalizations, reclassifications, stock splits, stock dividends, reverse stock splits, stock consolidations and similar transactions),provided, however,in the event a Change of Control occurs, the aggregate amounts permitted to be paid in cash dividends per fiscal year shall not exceed the aggregate amounts of cash dividends paid in the same fiscal year most recently occurring prior to such Change of Control, provided, further, that for purposes of this exception, shares of Common Stock issued for less than fair market value (other than shares issued pursuant to options or otherwise in accordance with SMI’s employee stock option, purchase or option plans) shall not be deemed outstanding;provided,further that no Default or Event of Default shall have occurred and be continuing immediately after such transaction;

(7) the repurchase of Capital Stock deemed to occur upon exercise of stock options to the extent that shares of such Capital Stock represent a portion of the exercise price of such options;

(8) the payment of cash in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exercisable for Capital Stock of SMI; and

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(9) payments or distributions to stockholders pursuant to appraisal rights required under applicable law in connection with any consolidation, merger or transfer of assets that complies with the covenant described under “—Merger, Consolidation or Sale of Assets.”

In connection with the designation of an Unrestricted Subsidiary as a Subsidiary or an Unrestricted Subsidiary ceasing to be an unrestricted subsidiary for purposes of the Indenture, all outstanding Investments previously made by SMI or any Subsidiary in an Unrestricted Subsidiary will be deemed to constitute Investments in an amount equal to the greater of the following:

• the net book value of such Investments at the time of such designation or such Unrestricted Subsidiary ceasing to be an unrestricted subsidiary for purposes of the Indenture; and

• the fair market value of such Investments at the time of such designation or such Unrestricted Subsidiary ceasing to be an unrestricted subsidiary for purposes of the Indenture.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) proposed to be transferred by SMI or such Subsidiary, as the case may be, pursuant to the Restricted Payment. Fair market value will be evidenced by a resolution of SMI’s Board of Directors set forth in an officers’ certificate delivered to the Trustee not later than the date of making any Restricted Payment. The officers’ certificate will state that such Restricted Payment is permitted and set forth the basis upon which the calculations required by the covenant described above were computed. The calculations may be based upon SMI’s latest available financial statements.

Incurrence of Indebtedness and Issuance of Preferred Stock

(a)    SMI will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, “incur”) any Indebtedness (including Acquired Indebtedness). SMI also will not issue any Disqualified Stock and will not permit any of its Subsidiaries to issue any shares of preferred stock.

(b)    However, SMI and any Guarantor may incur Indebtedness (including Acquired Indebtedness), and SMI may issue Disqualified Stock, if the Fixed Charge Coverage Ratio for SMI’ s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.25 to 1, determined on a pro formabasis (including a pro formaapplication of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

(c)    The foregoing provisions will not prohibit the incurrence of any of the following items of indebtedness (“Permitted Indebtedness”):

(1) the incurrence by SMI and the Guarantors of Indebtedness under the Credit Agreement (including guarantees thereof) in an aggregate principal amount at any time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of SMI and its Subsidiaries thereunder) not to exceed $350 million less the aggregate amount of all Net Proceeds of Asset Sales applied to permanently reduce the commitments with respect to such Indebtedness pursuant to the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales”;

(2) the incurrence by SMI of Indebtedness represented by the New Notes, excluding any Additional Notes, and the incurrence by the Guarantors of Indebtedness represented by the Guarantees;

(3) the incurrence by SMI or any of its Subsidiaries of Indebtedness represented by Capital Lease Obligations (whether or not incurred pursuant to sale and leaseback transactions), mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of SMI or such Subsidiary, in an aggregate principal amount not to exceed $20.0 million at any time outstanding;

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(4) the incurrence by SMI or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund, (a) Existing Indebtedness (other than the 8½% Notes and the 1999 Credit Agreement) or (b) Indebtedness that was permitted by the Indenture to be incurred (other than any such Indebtedness incurred pursuant to clause (1), (3), (5), (6), (7), (8), (9), (10), (11), (l2), (13) or (14) of this paragraph);

(5) the incurrence by SMI or any of its Wholly Owned Subsidiaries or any Guarantor of intercompany Indebtedness between or among SMI and any of its Wholly Owned Subsidiaries or any Guarantor;provided, however,that: (a) if SMI is the obligor on such Indebtedness, such Indebtedness must be expressly subordinate to the payment in full of all Obligations with respect to the New Notes; and (b)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than SMI, a Wholly Owned Subsidiary or a Guarantor, and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either SMI, a Wholly Owned Subsidiary or a Guarantor shall be deemed, in each case, to constitute an incurrence of such Indebtedness by SMI or such Subsidiary, as the case may be;

(6) the incurrence by SMI of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to Indebtedness that is permitted by the terms of the Indenture to be incurred;

(7) the incurrence by SMI of Hedging Obligations under currency exchange agreements;provided,that such agreements were entered into in the ordinary course of business;

(8) the incurrence of Indebtedness of a Guarantor represented by guarantees of Indebtedness of SMI that has been incurred in accordance with the terms of the Indenture;

(9) Indebtedness of SMI or any of its Subsidiaries in connection with surety, performance, appeal or similar bonds, completion guarantees or similar instruments entered into in the ordinary course of business or from letters of credit or other obligations in respect of self-insurance and workers’ compensation obligations or similar arrangements; provided that, in each case contemplated by this clause (9), upon the drawing of such instrument, such obligations are reimbursed within 30 days following such drawing; provided, further, that such Indebtedness is not in connection with the borrowing of money or the obtaining of advances or credit;

(10) Indebtedness of SMI or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient finds in the ordinary course of business;provided, however,that such Indebtedness is extinguished within three business days of incurrence;

(11) Indebtedness of SMI to the extent the net proceeds thereof are promptly deposited to defease the New Notes as described below under “—Legal Defeasance and Covenant Defeasance;”

(12) Indebtedness of SMI or any Subsidiary arising from agreements for indemnification or purchase price adjustment obligations or similar obligations, earn-outs or other similar obligations or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of SMI or a Subsidiary pursuant to such an agreement, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Capital Stock of a Subsidiary;providedthat the maximum assumable liability in respect of all such obligations shall at no time exceed the gross proceeds actually paid or received by SMI and any Subsidiary, including the fair market value of non-cash proceeds;

(13) Indebtedness of Foreign Subsidiaries in the aggregate principal amount of $25 million outstanding at any one time in the aggregate provided that on the date of incurrence of any such Indebtedness SMI could borrow $1.00 of Indebtedness (other than Permitted Indebtedness) under paragraph (b) above; and

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(14) the incurrence by SMI of Indebtedness (in addition to Indebtedness permitted by any other clause of this paragraph) in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed $25.0 million.

For purposes of determining compliance with this “Incurrence of Indebtedness and Issuance of Preferred Stock” covenant, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this covenant, SMI in its sole discretion shall classify or reclassify such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types;providedthat Indebtedness under the Credit Agreement which is outstanding or available on the Issue Date or entered into in connection with the refinancing of the 1999 Credit Agreement, and any renewals, extensions, substitutions, refundings, refinancings or replacements thereof, in an amount not in excess of the amount permitted to be incurred pursuant to clause (1) above, shall be deemed to have been incurred pursuant to clause (1) above rather than pursuant to paragraph (b) above.

Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness.

Accrual of interest, accretion or amortization of original issue discount and the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on any Capital Stock (other than Disqualified Stock) in the form of additional shares of the same class of Capital Stock (other than Disqualified Stock) will not be deemed to be an incurrence of Indebtedness for purposes of this covenant;provided,in each such case, that the amount thereof as accrued is included in Fixed Charge Coverage Ratio of SMI.

For purposes of determining compliance with any dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the date that such Indebtedness was incurred.

If Indebtedness is secured by a letter of credit that serves only to secure such Indebtedness, then the total amount deemed incurred shall be equal to the greater of (x) the principal of such Indebtedness and (y) the amount that may be drawn under such letter of credit.

The amount of Indebtedness issued at a price less than the amount of the liability thereof shall be determined in accordance with GAAP.

Liens

SMI will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien securing Indebtedness on any asset now owned or hereafter acquired, or any income or profits therefrom, or assign or convey any right to receive income therefrom, except Permitted Liens, unless all payments due under the Indenture and the New Notes are secured on an equal and ratable basis with the Indebtedness so secured until such time as such Indebtedness is no longer secured by a Lien;provided,that if such Indebtedness is by its terms expressly subordinated to the New Notes on any Guarantee, the Lien securing such Indebtedness shall be subordinate and junior to the Lien securing the New Notes and the Guarantees with the same relative priority as such subordinate or junior Indebtedness shall have with respect to the New Notes and the Guarantees.

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Dividend and Other Payment Restrictions Affecting Subsidiaries

SMI will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to:

(1) pay dividends or make any other distributions to SMI or any of its Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to SMI or any of its Subsidiaries;

(2) make loans or advances to SMI or any of its Subsidiaries; or

(3) transfer any of its properties or assets to SMI or any of its Subsidiaries.

However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of:

(1) applicable law;

(2) the Indenture;

(3) the Credit Agreement as in effect on the date of the Indenture (and thereafter only to the extent such encumbrances or restrictions are no more restrictive than those in effect under the Credit Agreement as in effect on the date of the Indenture);

(4) Existing Indebtedness;

(5) any instrument governing Indebtedness or Capital Stock of a Person acquired by SMI or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the properties or assets of the Person, so acquired;

(6) customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices;

(7) Capital Lease Obligations or purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) (3) of “Incurrence of Indebtedness and Issuance of Preferred Stock” above on the property so acquired;

(8) restrictions contained in Indebtedness of Foreign Subsidiaries permitted to be incurred under the Indenture, so long as such restrictions or encumbrances are customary for Indebtedness of the type issued and permit by their terms at all times (other than during the occurrence and continuation of a payment default under such Indebtedness) distributions or loans to SMI to permit payments on the New Notes when due as required by the terms of Indenture (in the view of an officer of SMI as expressed in an officers’ certificate thereof); and

(9) Permitted Refinancing Indebtedness;providedthat the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive than those contained in the agreements governing the Indebtedness being refinanced.

Merger, Consolidation, or Sale of Assets

Whether or not SMI is the surviving corporation, SMI may not consolidate or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless:

(1) (a) SMI is the surviving corporation or the entity; or (b) the Person formed by or surviving any such consolidation or merger (if other than SMI) or to which such sale, assignment, transfer, lease,

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conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia;

(2) the entity or Person formed by or surviving any such consolidation or merger (if other than SMI) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of SMI under the New Notes and the Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee;

(3) immediately after such transaction no Default or Event of Default exists; and

(4) except in the case of a merger of SMI with or into a Wholly Owned Subsidiary of SMI, SMI or the entity or Person formed by or surviving any such consolidation or merger (if other than SMI), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made:

(a) will have Consolidated Net Worth immediately after the transaction equal to or greater than the Consolidated Net Worth of SMI immediately preceding the transaction; and

(b) will, at the time of such transaction and after givingpro formaeffect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to paragraph (b) of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock.”

Transactions with Affiliates

SMI will not, and will not permit any of its Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an “Affiliate Transaction”), unless:

(1) such Affiliate Transaction is on terms that are no less favorable to SMI or the relevant Subsidiary than those that would have been obtained in a comparable transaction by SMI or such Subsidiary with an unrelated Person; and

(2) SMI delivers to the Trustee:

(a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $4.0 million, a resolution of the Board of Directors set forth in an officers’ certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors or, if there are no such disinterested directors, by a majority of the members of the Board of Directors; or

(b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Holders of New Notes of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing.

The following items shall not be deemed to be Affiliate Transactions, and, therefore, will not be subject to the provisions of the prior paragraph:

(1) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, stock options and stock ownership plans approved by the Board of Directors or the payment of fees and indemnities to directors of SMI and its Subsidiaries in the ordinary course of business and consistent with the past practice of SMI or such Subsidiary;

(2) loans or advances to employees in the ordinary course of business;

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(3) transactions between or among SMI and/or its Wholly Owned Subsidiaries;

(4) Restricted Payments (other than Restricted Investments) that are permitted by the provisions of the Indenture described above under the caption “—Restricted Payments,” in each case, shall not be deemed Affiliate Transactions; and

(5) Any transactions undertaken pursuant to any contracts in existence on the Issue Date (as in effect on the Issue Date) and any renewals, replacements or modifications of such contracts (pursuant to new transactions or otherwise) on terms no less favorable to the Holders of the New Notes than those in effect on the Issue Date.

Sale and Leaseback Transactions

SMI will not, and will not permit any of its Subsidiaries to, enter into any sale and leaseback transaction;provided,that SMI or one of its Subsidiaries may enter into a sale and leaseback transaction if:

(1) SMI or such Subsidiary could have (a) incurred Indebtedness in an amount equal to the Attributable Indebtedness relating to such sale and leaseback transaction pursuant to the Fixed Charge Coverage Ratio test set forth in paragraph (b) of the covenant described above under the caption “—Incurrence of Indebtedness and Issuance of Preferred Stock” and (b) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption “—Liens”;

(2) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of Directors and set forth in an officers’ certificate delivered to the Trustee) of the property that is the subject of such sale and leaseback transaction; and

(3) the transfer of assets in such sale and leaseback transaction is permitted by, and SMI applies the proceeds of such transaction in compliance with, the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

Limitation on Issuances and Sales of Capital Stock of Wholly Owned Subsidiaries

SMI will not, and will not permit any Wholly Owned Subsidiary of SMI to transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Wholly Owned Subsidiary of SMI to any Person (other than SMI or a Wholly Owned Subsidiary of SMI), unless:

(1) such transfer, conveyance, sale, lease or other disposition is of all the Capital Stock of such Wholly Owned Subsidiary; and

(2) the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the covenant described above under the caption “—Repurchase at the Option of Holders—Asset Sales.”

In addition, SMI will not permit any Wholly Owned Subsidiary of SMI to issue any of its Equity Interests (other than, if necessary, shares of its Capital Stock constituting directors’ qualifying shares) to any Person other than to SMI or a Wholly Owned Subsidiary of SMI.

Guarantees of Certain Indebtedness

SMI will not permit any of its Subsidiaries that is not a Guarantor to incur, guarantee or secure through the granting of Liens the payment of any Indebtedness. Further, SMI will not, and will not permit any of its Subsidiaries to, pledge any intercompany notes representing obligations of any of its Subsidiaries to secure the payment of any Indebtedness. If such Subsidiary, SMI and the Trustee execute and deliver a supplemental indenture evidencing such Subsidiary’s unconditional guarantee, on a senior subordinated basis, of the New Notes, then SMI will permit the above-described actions.

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Limitation on Layering

Notwithstanding the provisions described above under “—Incurrence of Indebtedness and Issuance of Preferred Stock,” SMI will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Indebtedness of SMI and senior in any respect in right of payment to the New Notes. In addition, no Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness of such Guarantor that is subordinate or junior in right of payment to any Indebtedness of such Guarantor and senior in any respect in right of payment to the Guarantee of such Guarantor.

Limitation on Unrestricted Subsidiaries

SMI may designate after the Issue Date any Subsidiary (other than a Guarantor) as an “Unrestricted Subsidiary” under the Indenture (a “Designation”) only if:

(a) no Default shall have occurred and be continuing at the time of or after giving effect to such Designation;

(b) SMI would be permitted to make an Investment (other than a Permitted Investment) at the time of Designation (assuming the effectiveness of such Designation) pursuant to paragraph (a) of “—Restricted Payments” above in an amount (the “Designation Amount”) equal to the greater of( 1) the net book value of SMI’s interest in such Subsidiary calculated in accordance with GAAP or (2) the fair market value of SMI’s interest in such Subsidiary as determined in good faith by SMI’s board of directors;

(c) SMI would be permitted under the Indenture to incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to Fixed Charge Coverage Ratio (on a pro forma basis) in the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock” at the time of such Designation (assuming the effectiveness of such Designation);

(d) such Unrestricted Subsidiary does not own any Capital Stock in any Subsidiary of SMI which is not simultaneously being designated an Unrestricted Subsidiary;

(e) such Unrestricted Subsidiary is not liable, directly or indirectly, with respect to any Indebtedness other than Unrestricted Subsidiary Indebtedness, provided that an Unrestricted Subsidiary may provide a Guarantee for the New Notes; and

(f) such Unrestricted Subsidiary is not a party to any agreement, contract, arrangement or understanding at such time with SMI or any Subsidiary unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to SMI or such Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of SMI or, in the event such condition is not satisfied, the value of such agreement, contract, arrangement or understanding to such Unrestricted Subsidiary from and after the date of Designation shall be deemed a Restricted Payment.

In the event of any such Designation, SMI shall be deemed to have made an Investment constituting a Restricted Payment pursuant to the covenant “—Restricted Payments” for all purposes of the Indenture in the Designation Amount.

The Indenture will also provide that SMI shall not and shall not cause or permit any Subsidiary to at any time:

(a) provide credit support for, guarantee or subject any of its property or assets (other than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of any Indebtedness of any Unrestricted Subsidiary (including any undertaking, agreement or instrument evidencing such Indebtedness) (other than Permitted Investments in Unrestricted Subsidiaries), or

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(b) be directly or indirectly liable for any Indebtedness of any Unrestricted Subsidiary.

For purposes of the foregoing, the Designation of a Subsidiary of SMI as an Unrestricted Subsidiary shall be deemed to be the Designation of all of the subsidiaries of such Subsidiary as Unrestricted Subsidiaries. Unless so designated as an Unrestricted Subsidiary, any Person that becomes a subsidiary of SMI will be classified as a Subsidiary.

SMI may revoke any Designation of a Subsidiary as an Unrestricted Subsidiary (a “Revocation”) if:

(a) no Default shall have occurred and be continuing at the time of and after giving effect to such Revocation;

(b) all Liens and Indebtedness of such Unrestricted Subsidiary outstanding immediately following such Revocation would, if incurred at such time, have been permitted to be incurred for all purposes of the Indenture; and

(c) unless such redesignated Subsidiary shall not have any Indebtedness outstanding (other than Indebtedness that would be Permitted Indebtedness), immediately after giving effect to such proposed Revocation, and after giving pro forma effect to the incurrence of any such Indebtedness of such redesignated Subsidiary as if such Indebtedness was incurred on the date of the Revocation, SMI could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) pursuant to the covenant described under “—Incurrence of Indebtedness and Issuance of Preferred Stock.”

All Designations and Revocations must be evidenced by a resolution of the Board of Directors of SMI delivered to the Trustee certifying compliance with the foregoing provisions.

Payments for Consent

Neither SMI nor any of its Subsidiaries will, directly or indirectly, pay or cause to be paid any consideration, whether by way of interest, fee or otherwise, to any Holder of any New Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the Indenture or the New Notesunlesssuch consideration is offered to be paid or is paid to all Holders of the New Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement.

Reports

Whether or not required by the Commission, so long as any New Notes are outstanding, SMI will furnish to Holders of New Notes:

(1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Form 10-Q and Form 10-K if SMI were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report thereon by SMI’s certified independent accountants; and

(2) all current reports that would be required to be filed with the Commission on Form 8-K if SMI were required to file such reports.

In addition, whether or not required by the rules and regulations of the Commission, SMI will file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, SMI and the Guarantors have agreed that, for so long as any New Notes remain outstanding, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

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Events of Default and Remedies

Each of the following is an Event of Default:

(1) default for 30 days in the payment when due of interest on, or Liquidated Damages, if any, with respect to, the New Notes (whether or not prohibited by the subordination provisions of the Indenture);

(2) default in payment when due of the principal of or premium, if any, on the New Notes (whether or not prohibited by the subordination provisions of the Indenture);

(3) failure by SMI to comply with the provisions described under the captions “—Repurchase at the Option of Holders—Change of Control” or “—Asset Sales”;

(4) failure by SMI to comply with the provisions described under the captions “—Certain Covenants—Restricted Payments” or “—Incurrence of Indebtedness and Issuance of Preferred Stock” and the continuance of such failure for a period of 30 days after notice is given to SMI by the Trustee or to SMI and the Trustee by the Holders of at least 25% in aggregate principal amount of the New Notes then outstanding;

(5) failure by SMI for 60 days after notice is given to SMI by the Trustee or to SMI and the Trustee by the Holders of at least 25% in aggregate principal amount of the New Notes then outstanding to comply with any of its other agreements in the Indenture or the New Notes;

(6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by SMI or any of its Subsidiaries (or the payment of which is guaranteed by SMI or any of its Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, which default (a) is caused by a failure to pay principal of such Indebtedness at its Stated Maturity (after the expiration of any applicable grace period); or (b) results in the acceleration of such Indebtedness prior to its maturity and, in each case, the principal amount of which Indebtedness, together with the principal amount of any other such Indebtedness described in clauses (a) and (b) above, aggregates $5.0 million or more;

(7) failure by SMI or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million (net of amounts covered by insurance), which judgments are not paid, discharged or stayed for a period of 60 days;

(8) certain events of bankruptcy or insolvency with respect to SMI or any of its Subsidiaries; or

(9) the Guarantee of any Guarantor is held in judicial proceedings to be unenforceable or invalid or ceases for any reason to be in full force and effect (other than in accordance with the terms of the Indenture) or any Guarantor or any Person acting on behalf of any Guarantor denies or disaffirms such Guarantor’s obligations under its Guarantee (other than by reason of a release of such Guarantor from its Guarantee in accordance with the terms of the Indenture).

If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal amount of the then outstanding New Notes may declare all the New Notes to be due and payable immediately. However, if any Senior Indebtedness is outstanding under the Credit Agreement, upon a declaration of acceleration, the New Notes shall be payable upon the earlier of:

(1) the day which is five business days after the provision to SMI and the agent under the Credit Agreement of written notice of such declaration; or

(2) the date of acceleration of any Indebtedness under the Credit Agreement.

Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to SMI, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding New Notes will become due and payable without further action or notice.

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Holders of Notes may not enforce the Indenture or the New Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in aggregate principal amount of the then outstanding New Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of New Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

The Holders of a majority in aggregate principal amount of the New Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the New Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, or the principal of, the New Notes.

SMI is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and SMI is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Shareholders

No director, officer, employee, incorporator or stockholder of SMI or any Guarantor, as such, shall have any liability for any obligations of SMI or any Guarantor under the New Notes, the Guarantees, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of New Notes by accepting a New Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the New Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

Legal Defeasance and Covenant Defeasance

SMI may, at its option and at any time, elect to have all of the obligations of SMI and the Guarantors discharged with respect to the outstanding New Notes (“Legal Defeasance”) except for:

(1) the rights of Holders of outstanding New Notes to receive payments in respect of the principal of, premium, if any, and interest and Liquidated Damages, if any, on such New Notes when such payments are due from the trust referred to below;

(2) SMI’s obligations with respect to the New Notes concerning issuing temporary New Notes, registration of transfer of New Notes, mutilated, destroyed, lost or stolen New Notes and the maintenance of an office or agency for payment and money for security payments held in trust;

(3) the rights, powers, trusts, duties and immunities of the Trustee, and SMI’s obligations in connection therewith; and

(4) the Legal Defeasance provisions of the Indenture.

In addition, SMI may, at its option and at any time, elect to have the obligations of SMI released with respect to certain covenants that are described in the Indenture (“Covenant Defeasance”) and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the New Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under “Events of Default” will no longer constitute an Event of Default with respect to the New Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance:

(1) SMI must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of New Notes, cash in United States dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public

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accountants, to pay the principal of, premium, if any, and interest and Liquidated Damages, if any, on the outstanding New Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and SMI must specify whether the New Notes are being defeased to maturity or to a particular redemption date;

(2) in the case of Legal Defeasance, SMI shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that:

(a) SMI has received from, or there has been published by, the Internal Revenue Service a ruling; or

(b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the Holders of the outstanding New Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, SMI shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the Holders of the outstanding New Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit) or insofar as Events of Default from bankruptcy or insolvency events are concerned, at any time in the period ending on the 91^st day after the date of deposit;

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the Indenture) to which SMI or any of its Subsidiaries is a party or by which SMI or any of its Subsidiaries is bound;

(6) SMI must have delivered to the Trustee an opinion of counsel to the effect that after the 91^st day following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally;

(7) SMI must deliver to the Trustee an officers’ certificate stating that the deposit was not made by SMI with the intent of preferring the Holders of New Notes over the other creditors of SMI or any Guarantor with the intent of defeating, hindering, delaying or defrauding creditors, any Guarantor of SMI or others; and

(8) SMI must deliver to the Trustee an officers’ certificate and an opinion of counsel, each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect (except as to surviving rights of registration of transfer or exchange of the New Notes as expressly provided for in the Indenture) as to all outstanding New Notes under the Indenture when

(a) either:

(1) all such New Notes theretofore authenticated and delivered (except lost, stolen or destroyed New Notes which have been replaced or paid or New Notes whose payment has been deposited in trust or segregated and held in trust by SMI and thereafter repaid to SMI or discharged from such trust as provided for in the Indenture) have been delivered to the Trustee for cancellation; or

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(2) all New Notes not theretofore delivered to the Trustee for cancellation (a) have become due and payable, (b) will become due and payable at their Stated Maturity within one year, or (c) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of SMI;

(b) SMI or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust an amount in United States dollars sufficient to pay and discharge the entire indebtedness on the New Notes not theretofore delivered to the Trustee for cancellation, including principal of, premium, if any, and accrued interest at such maturity, Stated Maturity or redemption date;

(c) no Default or Event of Default shall have occurred and be continuing on the date of such deposit;

(d) SMI or any Guarantor has paid or caused to be paid all other sums payable under the Indenture by SMI and any Guarantor; and

(e) SMI has delivered to the Trustee an officers’ certificate and an opinion of independent counsel each stating that (1) all conditions precedent under the Indenture relating to the satisfaction and discharge of such Indenture have been complied with and (2) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, the Indenture or any other material agreement or instrument to which SMI, any Guarantor or any Subsidiary is a party or by which SMI, any Guarantor or any Subsidiary is bound.

Transfer and Exchange

A Holder may transfer or exchange New Notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents. SMI may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. SMI is not required to transfer or exchange any New Note selected for redemption. Also, SMI is not required to transfer or exchange any New Note for a period of 15 days before a selection of New Notes to be redeemed.

The registered Holder of a New Note will be treated as the owner of it for all purposes.

Amendment, Supplement and Waiver

Except as provided in the next succeeding paragraphs, the Indenture, the Guarantees or the New Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the New Notes then outstanding (including, without limitation, consents obtained in connection with a tender offer or exchange offer for New Notes).

Further, any existing default or compliance with any provision of the Indenture, the Guarantees or the New Notes may be waived with the consent of the Holders of a majority in aggregate principal amount of the then outstanding New Notes (including consents obtained in connection with a tender offer or exchange offer for New Notes).

Without the consent of each Holder affected, an amendment or waiver may not (with respect to any New Notes held by a non-consenting Holder):

(1) reduce the principal amount of New Notes whose Holders must consent to an amendment, supplement or waiver;

(2) reduce the principal of or change the fixed maturity of any New Note or alter the provisions with respect to the redemption or repurchase of the New Notes (other than provisions relating to the covenants described above under the caption “—Repurchase at the Option of Holders”);

(3) reduce the rate of or change the time for payment of interest on any New Note;

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(4) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the New Notes (except a rescission of acceleration of the New Notes by the Holders of at least a majority in aggregate principal amount of the New Notes and a waiver of the payment default that resulted from such acceleration);

(5) make any New Note payable in money other than that stated in the New Notes;

(6) make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of Holders of New Notes to receive payments of principal of or premium, if any, or interest on the New Notes;

(7) waive a redemption payment with respect to any New Note (other than a payment required by one of the covenants described above under the caption “—Repurchase at the Option of Holders”);

(8) release any Guarantor from any of its obligations under its Guarantee or the Indenture, except in accordance with the terms of the Indenture;

(9) make any change in the foregoing amendment and waiver provisions; or

(10) make any amendment to the provisions of Article X of the Indenture (which relate to subordination) or the related definitions if such amendment would adversely affect the rights of Holders of New Notes.

In addition, any amendment to the provisions of the Indenture which relate to “—Repurchase at the Option of Holders— Change of Control” and “—Asset Sales” or the related definitions will require the consent of the Holders of at least 66 ²/3% in aggregate principal amount of the New Notes then outstanding if such amendment would adversely affect the rights of Holders of New Notes and any amendment to the provisions of the Indenture relating to subordination or legal or covenant defeasance will require the consent of the lenders under the Credit Agreement (or the agent therefor, acting on their behalf).

Notwithstanding the foregoing, without the consent of any Holder of New Notes, SMI, the Guarantors and the Trustee may amend or supplement the Indenture, the Guarantees or the New Notes:

(1) to cure any ambiguity, defect or inconsistency;

(2) to provide for uncertificated New Notes in addition to or in place of certificated New Notes;

(3) to provide for the assumption of SMI’s or a Guarantor’s obligations to Holders of New Notes in the case of a merger or consolidation;

(4) to make any change that would provide any additional rights or benefits to the Holders of New Notes or that does not adversely affect the legal rights under the Indenture of any such Holder;

(5) to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act; or

(6) to provide for the issuance of Additional Notes pursuant to the Indenture to the extent permitted under the restrictions contained in the Credit Agreement and described under “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock.”

Concerning the Trustee

The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of SMI, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions. However, if the Trustee acquires any conflicting interest, the Trustee must:

(1) eliminate such conflict within 90 days;

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(2) if a registration statement with respect to the New Notes is effective, apply to the Commission for permission to continue; or

(3) resign.

The Holders of a majority in aggregate principal amount of the then outstanding New Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of New Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

You may obtain a copy of the Indenture and Registration Rights Agreement without charge by writing to Speedway Motorsports, Inc., Post Office Box 600, Concord, North Carolina 28206-0600, Attention: Ms. Marylaurel E. Wilks, telephone: (704) 455-3239.

Book-Entry, Delivery and Form

The New Notes will be in the form of one or more global notes without interest coupons (collectively, “Global Notes”). Upon issuance the Global Notes will be deposited (the “Closing Date”) with, or on behalf of, The Depository Trust Company (the “Depository”) and registered in the name of Cede & Co., as nominee of the Depository (such nominee being referred to herein as the “Global Note Holder”) in each case for credit to the accounts of the Depository’s Direct and Indirect participants (as defined below).

Transfer of beneficial interests in any Global Note will be subject to the applicable rules and procedures of the Depository and its Direct or Indirect Participants (including, if applicable, those of Euroclear and CEDEL), which may change from time to time.

Notes that are issued as described below under “— Certificated Securities” will be issued in the form of registered definitive certificates (the “Certificated Securities”). Upon the transfer of Certificated Securities, such Certificated Securities may, unless the Global Note has previously been exchanged for Certificated Securities, be exchanged for an interest in the Global Note representing the principal amount of New Notes being transferred.

The Depository is a limited-purpose trust company that was created to hold securities for its participating organizations (collectively, the “Participants” or the “Depository’s Participants”) and to facilitate the clearance and settlement of transactions in such securities between Participants through electronic book-entry changes in accounts of its Participants. The Depository’s Participants include securities brokers and dealers, banks and trust companies, clearing corporations and certain other organizations. Access to the Depository’s system is also available to other entities such as banks, brokers, dealers and trust companies (collectively, the “Indirect Participants” or the “Depository’s Indirect Participants”) that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. Persons who are not Participants may beneficially own securities held by or on behalf of the Depository only through the Depository’s Participants or the Depository’s Indirect Participants.

SMI expects that pursuant to procedures established by the Depository ownership of the New Notes evidenced by the Global Note will be shown on, and the transfer of ownership thereof will be effected only through, records maintained by the Depository (with respect to the interests of the Depository’s Participants), the Depository’s Participants and the Depository’s Indirect Participants.

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The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer Notes evidenced by the Global Note will be limited to such extent.

So long as the Global Note Holder is the registered owner of any New Notes, the Global Note Holder will be considered the sole Holder under the Indenture of any New Notes evidenced by the Global Note. Beneficial owners of New Notes evidenced by the Global Note will not be considered the owners or Holders thereof under the Indenture for any purpose, including with respect to the giving of any directions, instructions or approvals to the Trustee thereunder. Neither SMI nor the Trustee will have any responsibility or liability for any aspect of the records of the Depository or for maintaining, supervising or reviewing any records of the Depository relating to the New Notes.

Payments in respect of the principal of, premium, if any, interest and Liquidated Damages, if any, on any New Notes registered in the name of the Global Note Holder on the applicable record date will be payable by the Trustee to or at the direction of the Global Note Holder in its capacity as the registered Holder under the Indenture. Under the terms of the Indenture, SMI and the Trustee may treat the persons in whose names New Notes, including the Global Note, are registered as the owners thereof for the purpose of receiving such payments. Consequently, neither SMI nor the Trustee has or will have any responsibility or liability for the payment of such amounts to beneficial owners of New Notes. SMI believes, however, that it is currently the policy of the Depository to immediately credit the accounts of the relevant Participants with such payments, in amounts proportionate to their respective holdings of beneficial interests in the relevant security as shown on the records of the Depository. Standing instructions and customary practices will govern payments by the Depository’s Participants and the Depository’s Indirect Participants to the beneficial owners of New Notes. Payments will be the responsibility of the Depository’s Participants or the Depository’s Indirect Participants.

Certificated Securities

Subject to certain conditions, any person having a beneficial interest in the Global Note may, upon request to the Trustee, exchange such beneficial interest for New Notes in the form of Certificated Securities. Upon any such issuance, the Trustee is required to register such Certificated Securities in the name of, and cause the same to be delivered to, such person or persons (or the nominee of any thereof).

In addition, if (l) SMI notifies the Trustee in writing that the Depository is no longer willing or able to act as a depositary and SMI is unable to locate a qualified successor within 90 days or (2) SMI, at its option, notifies the Trustee in writing that it elects to cause the issuance of New Notes in the form of Certificated Securities under the Indenture, then, upon surrender by the Global Note Holder of its Global Note, New Notes in such form will be issued to each person that the Global Note Holder and the Depository identify as being the beneficial owner of the related New Notes.

Neither SMI nor the Trustee will be liable for any delay by the Global Note Holder or the Depository in identifying the beneficial owners of New Notes and SMI and the Trustee may conclusively rely on, and will be protected in relying on, instructions from the Global Note Holder or the Depository for all purposes.

Same-Day Settlement and Payment

Payments in respect of the New Notes represented by the Global Note (including principal, premium, if any, interest and Liquidated Damages, if any) must be made by wire transfer of immediately available funds to the accounts specified by the Global Note Holder. With respect to Certificated Securities, SMI will make all payments of principal, premium, if any, interest and Liquidated Damages, if any, by wire transfer of immediately available funds to the accounts specified by the Holders thereof or, if no such account is specified, by mailing a check to each such Holder’s registered address.

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The New Notes represented by the Global Note are expected to be eligible to trade in the Depository’s same-day funds Settlement System. Any permitted secondary market trading activity in such New Notes will be required by the Depository to be settled in immediately available funds. SMI expects that secondary trading in the Certificated Securities will also be settled in immediately available funds.

Liquidated Damages

SMI, the Guarantors and the initial purchasers of the Original Notes entered into a Registration Rights Agreement (the “Registration Rights Agreement”) in connection with the offering of the Original Notes. Pursuant to the Registration Rights Agreement, SMI agreed to file with the Commission the exchange offer registration statement on the Form S-4 under the Securities Act, of which this prospectus is a part, with respect to the New Notes (“Exchange Offer Registration Statement”).

If SMI is not required to file the Exchange Offer Registration Statement under the Registration Rights Agreement or permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy, then SMI will file with the Commission a shelf registration statement (the “Shelf Registration Statement”) to cover resales of the Notes by the Holders thereof who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement.

SMI will pay Liquidated Damages to each Holder of Original Notes in the following circumstances:

(1) SMI fails to file any of the Registration Statements required by the Registration Rights Agreement on or before the date specified for such filing;

(2) any of such Registration Statements is not declared effective by the Commission on or prior to the date specified for such effectiveness (the “Effectiveness Target Date”);

(3) SMI fails to consummate the Exchange Offer within 30 business days of the Effectiveness Target Date with respect to the Exchange Offer Registration Statement; or

(4) the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable (including as a result of SMI’s suspending the use of any prospectus pursuant to the preceding paragraph) in connection with resales of Transfer Restricted Securities during the periods specified in the Registration Rights Agreement (each such event referred to in clauses (1) through (4) above a “Registration Default”).

With respect to the first 90-day period immediately following the occurrence of such Registration Default, SMI will pay Liquidated Damages in an amount equal to $.05 per week per $1,000 principal amount of Original Notes held by such Holder. The amount of the Liquidated Damages will increase by an additional $.05 per week per $1,000 principal amount of Original Notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Liquidated Damages of $.30 per week per $1,000 principal amount of Original Notes.

All accrued Liquidated Damages will be paid by SMI on each interest payment date with respect to the Global Note Holder by wire transfer of immediately available funds or by federal funds check and to Holders of Certificated Securities by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified. Following the cure of all Registration Defaults, the accrual of Liquidated Damages will cease.

If SMI is required to file a Shelf Registration Statement and in order to have their Original Notes included in the Shelf Registration Statement and benefit from the provisions regarding Liquidated Damages, holders of Original Notes will be required to do the following:

(1) make certain representations to SMI (as described in the Registration Rights Agreement) in order to participate in the Exchange Offer;

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(2) deliver information to be used in connection with the Shelf Registration Statement; and

(3) provide comments on the Shelf Registration Statement within the time periods set forth in the Registration Rights Agreement.

Certain Definitions

The following defined terms are used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used in this prospectus for which no definition is provided.

“8 ¹/2 Notes” means the $250 million aggregate principal amount of 8 ¹/2% of Senior Subordinated Notes due 2007.

“Acquired Indebtedness”means, with respect to any specified Person:

(1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person that was not incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Subsidiary of such specified Person; and

(2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Affiliate”of any specified Person means (i) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (ii) any other Person who is a director or executive officer of (a) such specified Person or (b) any Person described in the preceding clause (i). For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise;provided,that beneficial ownership of 10% or more of the voting securities of a Person shall be deemed to be control.

“Asset Sale” means:

(1) the sale, lease, conveyance or other disposition of any assets, other than sales of inventory in the ordinary course of business consistent with past practices;provided,that the sale, lease, conveyance or other disposition of all or substantially all of the assets of SMI, its Subsidiaries and the Unrestricted Subsidiaries taken as a whole will be governed by the provisions of the Indenture described above under the caption “—Repurchase at the Option of Holders—Change of Control” and/or the provisions described above under the caption “—Certain Covenants—Merger, Consolidation or Sale of Assets” and shall not be deemed to be “Asset Sales”; and

(2) the issue or sale by SMI or any of its Subsidiaries of Equity Interests of any of SMI’s Subsidiaries.

Notwithstanding the preceding, the following items shall not be deemed to be Asset Sales:

(1) any single transaction or a series of related transactions

(a) that have a fair market value of less than $1,000,000; or

(b) for net proceeds of less than $1,000,000;

(2) a transfer of assets by SMI to a Wholly Owned Subsidiary or by a Wholly Owned Subsidiary to SMI or to another Wholly Owned Subsidiary;

(3) an issuance of Equity Interests by a Wholly Owned Subsidiary to SMI or to another Wholly Owned Subsidiary;

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(4) a Restricted Payment that is permitted by the covenant described above under the caption “—Certain Covenants— Restricted Payments” will not be deemed to be Asset Sales;

(5) the sale of Cash Equivalents in the ordinary course of business;

(6) a disposition of inventory in the ordinary course of business;

(7) a disposition of obsolete or worn out equipment that is no longer useful in the conduct of the business of SMI and its Subsidiaries and that is disposed of in each case in the ordinary course of business;

(8) the licensing or sublicensing of intellectual property in the ordinary course of business which do not materially interfere with the business of SMI and its Subsidiaries taken as a whole;

(9) foreclosure on assets; and

(10) the disposition or distribution of any Capital Stock of an Unrestricted Subsidiary.

“Attributable Indebtedness”in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net rental payments during the remaining term of the lease included in such sale and leaseback transaction (including any period for which such lease has been extended or may, at the option of the lessor, be extended).

“Capital Lease Obligation”means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized on a balance sheet in accordance with GAAP.

“Capital Stock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(3) in the case of a partnership, partnership interests (whether general or limited); and

(4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Cash Equivalents” means:

(1) United States dollars;

(2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six months from the date of acquisition;

(3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers’ acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any lender party to the Credit Agreement or with any domestic commercial bank having capital and surplus in excess of $500 million and a Keefe Bank Watch Rating of “B” or better;

(4) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; and

(5) commercial paper having the highest rating obtainable from Moody’s Investors Service, Inc. or Standard & Poor’s Corporation and in each case maturing within six months after the date of acquisition.

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“Change of Control”means the occurrence of any of the following:

(1) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of (a) SMI and its Subsidiaries taken as a whole to any “person” (as such term is used in Section 13(d)(3) of the Exchange Act) other than O. Bruton Smith or his Related Parties or Sonic Financial Corporation or any of their respective Affiliates or (b) Sonic Financial Corporation to any “person” (as defined above) other than O. Bruton Smith or his Related Parties or any of their respective Affiliates;

(2) the adoption of a plan relating to the liquidation or dissolution of SMI or Sonic Financial Corporation;

(3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that (a) any “person” (as defined above), other than O. Bruton Smith or his Related Parties or Sonic Financial Corporation or any of their respective Affiliates, becomes the “beneficial owner” (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the Voting Stock of SMI or (b) any “person” (as defined above), other than O. Bruton Smith or his Related Parties or any of their respective Affiliates, becomes the “beneficial owner” (as defined above), directly or indirectly, of more than 50% of the Voting Stock of Sonic Financial Corporation;

(4) the first day on which a majority of the members of the Board of Directors of SMI or Sonic Financial Corporation are not Continuing Directors; or

(5) a repurchase event or change of control payment or put or any similar event occurs as a result of a change of control provision or a default occurs as a result of a change of control with respect to any other Indebtedness of SMI or any Subsidiary.

“Code”means the Internal Revenue Code of 1986, as amended.

“Commission”means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or if at any time after the execution of the Indenture such Commission is not existing and performing the duties now assigned to it under the Securities Act, Exchange Act and Trust Indenture Act, then the body performing such duties at such time.

“Common Stock”means with respect to any Person, any and all shares, interests or other participations in, and other equivalents (however designated and whether voting or nonvoting) of such Person’s common stock whether or not outstanding on the Issue Date, and includes, without limitation, all series and classes of such common stock.

“Consolidated Cash Flow”means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period; plus

(1) an amount equal to any extraordinary loss plus any net loss realized in connection with an Asset Sale (to the extent such losses were deducted in computing such Consolidated Net Income); plus

(2) provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was included in computing such Consolidated Net Income; plus

(3) consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Indebtedness, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; plus

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(4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash charges (excluding any such non-cash charge to the extent that it represents an accrual of or reserve for cash charges in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash charges were deducted in computing such Consolidated Net Income; minus

(5) non-cash items of such Person and its Subsidiaries increasing Consolidated Net Income for such period, in each case, on a consolidated basis and determined in accordance with GAAP.

Notwithstanding the foregoing, the provision for taxes on the income or profits of, and the depreciation and amortization and other non-cash charges of, a Subsidiary of the referent Person shall be added to Consolidated Net Income to compute Consolidated Cash Flow only to the extent (and in the same proportion) that the Net Income of such Subsidiary was included in calculating the Consolidated Net Income of such Person and only if a corresponding amount would be permitted at the date of determination to be dividended to SMI by such Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders.

“Consolidated Net Income”means, with respect to any Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP;providedthat

(1) the Net Income (but not loss) of any Person that is not a Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the referent Person or a Wholly Owned Subsidiary thereof;

(2) the Net Income of any Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Subsidiary or its stockholders;

(3) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition shall be excluded;

(4) the cumulative effect of a change in accounting principles shall be excluded; and

(5) the Net Income of, or any dividends or other distributions from, the Unrestricted Subsidiary, to the extent otherwise included, shall be excluded, until distributed in cash to SMI or one of its Subsidiaries.

“Consolidated Net Worth”means, with respect to any Person as of any date, the sum of:

(1) the consolidated equity of the common stockholders of such Person and its consolidated Subsidiaries as of such date; plus

(2) the respective amounts reported on such Person’s balance sheet as of such date with respect to any series of preferred stock (other than Disqualified Stock) that by its terms is not entitled to the payment of dividends unless such dividends may be declared and paid only out of net earnings in respect of the year of such declaration and payment, but only to the extent of any cash received by such Person upon issuance of such preferred stock; less

(a) all write-ups (other than write-ups resulting from foreign currency translations and write-ups of tangible assets of a going concern business made within 12 months after the acquisition of such business) subsequent to the date of the Indenture in the book value of any asset owned by such Person or a consolidated Subsidiary of such Person;

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(b) all investments as of such date in unconsolidated Subsidiaries and in Persons that are not Subsidiaries (except, in each case, Permitted Investments); and

(c) all unamortized debt discount and expense and unamortized deferred charges as of such date, all of the foregoing determined in accordance with GAAP.

“Continuing Directors”means, with respect to any Person as of any date of determination, any member of the Board of Directors of such Person who:

(1) was a member of such Board of Directors on the date of the Indenture; or

(2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board of Directors at the time of such nomination or election.

“Credit Agreement”means one or more debt facilities (including without limitation the Credit Agreement dated as of May 16, 2003 by and among SMI and Speedway Funding, LLC, as borrowers, and the lenders named therein in aggregate principal amount of $300.0 million (the “2003 Credit Facility”)), commercial paper facilities or other debt instruments, indentures or agreements providing for revolving credit loans, term loans, letter of credit or other debt obligations, in each case as amended, modified, renewed, refunded, restructured, supplemented, replaced or refinanced in whole or in part from time to time, including without limitation any amendment increasing the amount of Indebtedness incurred or available to be borrowed thereunder, extending the maturity of any Indebtedness incurred thereunder or contemplated thereby or deleting, adding or substituting one or more parties thereto (whether or not such added or substituted parties are banks or other institutional lenders).

“1999 Credit Agreement”means that certain Credit Agreement dated as of May 28, 1999, as amended, by and among SMI, as borrower, and the lenders named therein, including NationsBank, N.A., as agent for the lenders and a lender, and First Union National Bank, as co-agent, including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, extended or refinanced from time to time.

“Default”means any event that is or with the passage of time or the giving of notice or both would be an Event of Default.

“Designated Senior Indebtedness”means (1) any Senior Indebtedness outstanding under the Credit Agreement and (2) any other Senior Indebtedness permitted under the Indenture, the principal amount of which is $25.0 million or more and that has been designated by SMI as “Designated Senior Indebtedness.”

“Disqualified Stock”means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the Holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the Notes mature.

“Equity Interests”means Capital Stock and all warrants, options or other rights to acquire Capital Stock. It does not include any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering”means a public or private sale for cash of Capital Stock (other than Disqualified Stock) of SMI with gross proceeds to SMI of at least $25 million (other than public offerings with respect to a registration statement on Form S-4 (or any successor form covering substantially the same transactions), Form S-8 (or any successor form covering substantially the same transactions) or otherwise relating to equity securities issuable under any employee benefit plan of SMI).

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“Exchange Act”means the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated by the Commission thereunder.

“Existing Indebtedness”means Indebtedness of SMI and its Subsidiaries in existence on the date of the Indenture.

“Fixed Charges” means, with respect to any Person for any period, the sum of:

(1) the consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, imputed interest with respect to Attributable Indebtedness, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers’ acceptance financings, and net payments (if any) pursuant to Hedging Obligations); plus

(2) the consolidated interest expense of such Person and its Subsidiaries that was capitalized during such period; plus

(3) any interest expense on Indebtedness of another Person that is guaranteed by such Person or one of its Subsidiaries or secured by a Lien on assets of such Person or one of its Subsidiaries (whether or not such guarantee or Lien is called upon); plus

(4) the product of (a) all cash dividend payments (and non-cash dividend payments in the case of a Person that is a Subsidiary) on any series of preferred stock of such Person, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP.

“Fixed Charge Coverage Ratio”means with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that SMI or any of its Subsidiaries incurs, assumes, guarantees or redeems any Indebtedness (other than revolving credit borrowings) or issues preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period.

In addition, for purposes of making the computation referred to above:

(1) acquisitions that have been made by SMI or any of its Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be deemed to have occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income; and

(2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded; and

(3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the referent Person or any of its Subsidiaries following the Calculation Date.

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For purposes of this definition, whenever pro forma effect is to be given to any calculation under this definition, the pro forma calculations will be determined in good faith by a responsible financial or accounting officer of SMI. Any such pro forma calculations may include operating expense reductions for such period expecting to result from an acquisition which is being given pro forma effect that would be permitted pursuant to Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness will be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any interest rate agreement applicable to such Indebtedness if such interest rate agreement has a remaining term in excess of 12 months). If any Indebtedness that is being given pro forma effect bears an interest rate at the option of SMI, the interest rate shall be calculated by applying such optional rate chosen by SMI.

“Foreign Subsidiary”means any Subsidiary of SMI that (x) is not organized under the laws of the United States of America or any State thereof or the District of Columbia, or (y) was organized under the laws of the United States of America or any State thereof or the District of Columbia that has no material assets other than Capital Stock of one or more foreign entities of the type described in clause (x) above and is not a guarantor of Indebtedness under the Credit Agreement.

“GAAP”means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession which are in effect on the date of the Indenture.

“Government Securities” means:

(1) securities that are (a) direct obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged, or (b) obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case, are not callable or redeemable at the option of the issuer thereof; and

(2) depositary receipts issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any Government Security which is specified in clause (1) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal or interest on any Government Security which is so specified and held;provided,that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the Government Security or the specific payment of principal or interest of the Government Security evidenced by such depositary receipt.

“Guarantee”or“guarantee”(unless the context requires otherwise) means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness.

“Guarantor Senior Indebtedness”means, with respect to any Guarantor:

(1) the guarantee of such Guarantor of SMI’s Obligations under the Credit Agreement; and

(2) any other Indebtedness permitted to be incurred by such Guarantor under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Guarantee of such Guarantor.

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Notwithstanding anything to the contrary in the foregoing, Guarantor Senior Indebtedness will not include:

(1) any Indebtedness of such Guarantor representing a guarantee of Indebtedness of SMI or any other Guarantor which is subordinate or junior to, or pari passu with, the Notes or the Guarantee of such other Guarantor, as the case may be;

(2) any Indebtedness that is expressly subordinate or junior in right of payment to any other Indebtedness of such Guarantor;

(3) any liability for federal, state, local or other taxes owed or owing by such Guarantor;

(4) any Indebtedness of such Guarantor to any of its Subsidiaries or other Affiliates;

(5) any trade payables; or

(6) that portion of any Indebtedness that is incurred in violation of the Indenture.

“Hedging Obligations”means, with respect to any Person, the obligations of such Person under:

(1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and

(2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates and the value of foreign currencies purchased by SMI or any of its Subsidiaries in the ordinary course of business.

“Indebtedness” means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of any of the following if and to the extent it would appear as a liability upon a balance sheet of such person prepared in accordance with GAAP (other than letters of credit and Hedging Obligations):

(1) borrowed money;

(2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);

(3) banker’s acceptances;

(4) representing Capital Lease Obligations; or

(5) the balance deferred and unpaid of the purchase price of any property or representing any Hedging Obligations, except any such balance that constitutes an accrued expense or trade payable.

In addition, the term “Indebtedness” includes all indebtedness of others secured by a Lien on any asset of such Person (whether or not such indebtedness is assumed by such Person) and, to the extent not otherwise included, the guarantee by such Person of any indebtedness of any other Person.

“Investments”means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the forms of direct or indirect loans (including guarantees of Indebtedness or other obligations), advances or capital contributions (excluding commission, travel and similar advances to officers and employees made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP; provided, that an acquisition of assets, Equity Interests or other securities by SMI for consideration consisting of common equity securities of SMI shall not be deemed to be an Investment.

“Issue Date”means the date on which the Notes are originally issued.

“Lien”means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under

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applicable law. It includes any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“Like Kind Exchange” means the exchange pursuant to Section 1031 of the Code of the following:

(1) any real property (other than any speedway that is owned on or acquired after the date of the Indenture by SMI or any Subsidiary) used or to be used in connection with the business of SMI; or

(2) any other real property to be used in connection with the business of SMI.

“Net Income”means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however:

(1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with (a) any Asset Sale (including, without limitation, dispositions pursuant to sale and leaseback transactions), or (b) the disposition of any securities by such Person or any of its Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Subsidiaries;

(2) any extraordinary or nonrecurring gain (but not loss), together with any related provision for taxes or such extraordinary or nonrecurring gain (but not loss);

(3) any gain or loss, net of taxes, realized upon the termination of any employee pension benefit plan;

(4) any gain (but not loss), net of taxes (less all fees and expenses relating thereto), in respect of restructuring charges other than in the ordinary course of business;

(5) any restoration to net income of any contingency reserve, except to the extent provision for such reserve was made out of income accrued at any time following the Issue Date;

(6) all deferred financing costs written off, and premiums paid and losses or gains incurred, in connection with any early extinguishment of Indebtedness including in connection with the redemption of the 8 ¹/2% Notes; and

(7) any noncash compensation changes or other noncash expenses or charges arising from the grant of or issuance or repricing of stock, stock options or other equity-based awards or any amendment, modification, substitution or change of any such stock, stock options or other equity-based awards.

“Net Proceeds”means the aggregate cash proceeds (or in the case of any Asset Sale involving the Unrestricted Subsidiary, the amount of such aggregate cash proceeds that equals the aggregate amount of all Restricted Investments in the Unrestricted Subsidiary that have not been repaid prior to the date of such Asset Sale) received by SMI or any of its Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), and any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP.

Notwithstanding the foregoing, in the event SMI or any of its Subsidiaries engages in a Like Kind Exchange, Net Proceeds shall not include any cash proceeds with respect to such Like Kind Exchange that are reinvested in or used to purchase pursuant to Section 1031 of the Code like kind real property used or to be used in the business of SMI.

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“Non-Recourse Debt” means Indebtedness:

(1) as to which neither SMI nor any of its Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (b) is directly or indirectly liable (as a guarantor or otherwise), or (c) constitutes the lender; and

(2) no default with respect to which (including any rights that the holders thereof may have to take enforcement action against the Unrestricted Subsidiary) would permit (upon notice or lapse of time or both) any holder of any other Indebtedness of SMI or any of its Subsidiaries to declare a default on such other Indebtedness or cause the payment thereof to be accelerated or payable prior to its Stated Maturity.

“Obligations”means any principal, interest, penalties, fees, indemnifications, reimbursements, damages, costs, expenses and other liabilities payable under the documentation governing any Indebtedness.

“Pari Passu Indebtedness”means Indebtedness that ranks equally in right of payment to the Notes.

“Permitted Investments” means:

(1) any Investment in SMI or in a Wholly Owned Subsidiary of SMI;

(2) any Investment in Cash Equivalents;

(3) any Investment by SMI or any Subsidiary of SMI in a Person, if as a result of such Investment

(a) such Person becomes a Wholly Owned Subsidiary of SMI or

(b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, SMI or a Wholly Owned Subsidiary of SMI;

(4) any Restricted Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption — Repurchase at the Option of Holders—Asset Sales;” and

(5) Investments in Unrestricted Subsidiaries or in non-Wholly-Owned Subsidiaries or in joint ventures engaged in a similar or complementary line of business as SMI on the date of the Investment, which Investments do not exceed at any one time outstanding $15.0 million in the aggregate.

“Permitted Liens” means:

(1) Liens on assets of SMI and its Subsidiaries securing Senior Indebtedness and Liens on assets of a Guarantor securing Guarantor Senior Indebtedness of such Guarantor, that was permitted by the terms of the Indenture to be incurred;

(2) Liens in favor of SMI or a Wholly Owned Subsidiary;

(3) Liens on property of a Person existing at the time such Person is merged into or consolidated with SMI or any Subsidiary of SMI, provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with SMI;

(4) Liens on property existing at the time of acquisition thereof by SMI or any Subsidiary of SMI, provided that such Liens were in existence prior to the contemplation of such acquisition;

(5) Liens to secure the performance of statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;

(6) Liens relating to judgments to the extent permitted under the Indenture;

(7) Liens securing the Notes and the Subsidiary Guarantees;

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(8) Liens on property of any Foreign Subsidiary securing Indebtedness of such Foreign Subsidiary permitted to be incurred under clause 13 of paragraph (c) in “—Certain Covenants—Incurrence of Indebtedness and Issuance of Preferred Stock”; and

(9) Liens existing on the date of the Indenture.

“Permitted Refinancing Indebtedness” means any Indebtedness of SMI or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of SMI or any of its Subsidiaries;provided,that:

(1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith);

(2) such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded;

(3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and

(4) such Indebtedness is incurred either by SMI or by the Subsidiary which is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

“Person”means any individual, corporation, limited or general partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof or any other entity.

“Related Parties”means, when used with respect to any individual, the spouse, lineal descendants, parents and siblings of any such individual; the estates, heirs, legatees and legal representatives of any such individual and any of the foregoing; and all trusts established by any such individual and any of the foregoing for estate planning purposes of which any such individual and any of the foregoing are the sole beneficiaries or grantors.

“Restricted Investment”means an Investment other than a Permitted Investment.

“Securities Act”means the Securities Act of 1933, as amended, or any successor statute, and the rules and regulations promulgated by the Commission under that act.

“Senior Indebtedness” means:

(1) Indebtedness under the Credit Agreement (including interest in respect thereof accruing after the commencement of any bankruptcy or similar proceeding to the extent that such interest is allowable as a bankruptcy claim in such proceeding); and

(2) any other Indebtedness permitted to be incurred by SMI under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes.

Notwithstanding anything to the contrary in the foregoing, Senior Indebtedness will not include:

(1) any Indebtedness that is expressly subordinate or junior in right of payment to any other Indebtedness of SMI;

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(2) any liability for federal, state, local or other taxes owed or owing by SMI;

(3) any Indebtedness of SMI to any of its Subsidiaries, the Unrestricted Subsidiary or other Affiliates;

(4) any trade payables; or

(5) that portion of Indebtedness that is incurred in violation of the Indenture.

“Significant Subsidiary”means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date of the Indenture.

“Stated Maturity”means, with respect to any payment of interest on or principal of any Indebtedness, the date on which such payment was scheduled to be made in the documentation governing such Indebtedness without regard to the occurrence of any subsequent event or contingency.

“Subsidiary”means, with respect to any Person:

(1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

(2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person, or (b) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

Notwithstanding the foregoing, Unrestricted Subsidiaries shall not, while designated as an unrestricted subsidiary as described above under “—Subsidiary Guarantees,” be a Subsidiary of SMI for any purposes of the Indenture.

“Unrestricted Subsidiary” as of the Issue Date means Oil-Chem Research Corporation. Following the Issue Date, additional Unrestricted Subsidiaries can be designated pursuant to and in compliance with the covenant described under “—Certain Covenants—Limitations on Unrestricted Subsidiaries.”

“Voting Stock”means, with respect to any Person as of any date, the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity”means, when applied to any Indebtedness at any date, the number of years obtained by dividing:

(1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(2) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Subsidiary”of any Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person or by such Person and one or more Wholly Owned Subsidiaries of such Person. Notwithstanding the foregoing, Unrestricted Subsidiaries shall not, while designated as unrestricted subsidiaries as described above under “—Subsidiary Guarantees,” and under “—Certain Covenants—Limitations on Unrestricted Subsidiaries,” be included in the definition of Wholly Owned Subsidiary for any purposes of the Indenture.

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CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

The following is a summary of the material U.S. federal income tax consequences of this exchange offer to a holder of Original Notes that purchased the Original Notes pursuant to their original issue and that holds the Original Notes and will hold the New Notes as capital assets. It does not address beneficial owners that may be subject to special tax rules, such as banks, insurance companies, dealers in securities or currencies, holders that hold the Original Notes or New Notes as a hedge against currency risks or as part of a straddle with other investments or as part of a “synthetic security” or other integrated investment (including a “conversion transaction”) comprised of a note and one or more investments, or holders that have a “functional currency” other than the U.S. dollar. This summary is based upon the U.S. federal tax laws and regulations as now in effect and as currently interpreted and does not take into account possible changes in such tax laws or such interpretations, any of which may be applied retroactively. It does not include any description of the tax laws of any state, local or foreign government that may be applicable to the exchange offer, the Original Notes, the New Notes or the holders thereof.

The exchange of New Notes for the Original Notes pursuant to this exchange offer should not be treated as an “exchange” for federal income tax purposes because the New Notes will not be considered to differ materially in kind or extent from the Original Notes. As a result there should be no federal income tax consequences to holders of the Original Notes exchanging the Original Notes for the New Notes pursuant to this exchange offer, and therefore: (i) no gain or loss should be realized by a holder upon receipt of a New Note, (ii) the holding period of the New Note should include the holding period of the Original Note exchanged therefor, and (iii) the adjusted tax basis of the New Note should be the same as the adjusted basis of the Original Note exchanged therefor immediately before the exchange.

THIS SUMMARY DOES NOT PURPORT TO DEAL WITH ALL ASPECTS OF U.S. FEDERAL INCOME TAXATION THAT MAY BE RELEVANT TO A HOLDER’S DECISION TO EXCHANGE ORIGINAL NOTES FOR NEW NOTES. EACH HOLDER SHOULD CONSULT WITH ITS OWN TAX ADVISOR CONCERNING THE APPLICATION OF THE FEDERAL INCOME TAX LAWS OR OTHER TAX LAWS TO ITS PARTICULAR SITUATION BEFORE DETERMINING WHETHER TO EXCHANGE ORIGINAL NOTES FOR NEW NOTES.

PLAN OF DISTRIBUTION

Each broker-dealer that receives New Notes for its own account under the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of those New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer for resales of New Notes received in exchange for Original Notes that had been acquired as a result of market-making or other trading activities. We have agreed that for a period ending on the earlier of (i) 365 days from the date on which this Registration Statement is declared effective and (ii) the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. For such period, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal or otherwise.

We will not receive any proceeds from any sale of New Notes by broker-dealers. New Notes received by broker-dealers for their own account under the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on these New Notes or a combination of those methods, at market prices prevailing at the time of resale, at prices related to prevailing market prices or at negotiated prices. Any resales may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from the selling broker-dealer or the purchasers of the New Notes. Any broker-dealer that resells New Notes received by it

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for its own account under the exchange offer and any broker or dealer that participates in a distribution of the New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any resale of New Notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

We have agreed to pay all expenses incidental to the exchange offer other than commissions and concessions of any broker or dealer and will indemnify holders of the New Notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Parker, Poe, Adams & Bernstein L.L.P., Charlotte, North Carolina, will pass upon the validity of the New Notes.

EXPERTS

The consolidated financial statements of Speedway Motorsports, Inc. appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2002 have been audited by Deloitte & Touche LLP, independent auditors, as set forth in their report incorporated herein by reference (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” on January 1, 2002) and have been incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

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Exchange Offer For

$230,000,000

6 ³/4% Senior Subordinated Notes due 2013

PROSPECTUS

ALL TENDERED ORIGINAL NOTES,

EXECUTED LETTERS OF TRANSMITTAL AND

OTHER RELATED DOCUMENTS SHOULD

BE DIRECTED TO THE EXCHANGE AGENT.

QUESTIONS AND REQUESTS FOR ASSISTANCE

AND REQUESTS FOR ADDITIONAL COPIES

OF THE PROSPECTUS, THE LETTER OF TRANSMITTAL

AND OTHER RELATED DOCUMENTS SHOULD BE ADDRESSED

TO THE EXCHANGE AGENT AS FOLLOWS:

BY REGISTERED OR CERTIFIED MAIL:

U.S. Bank National Association

60 Livingston Avenue

St. Paul, Minnesota 55107

Attn: Specialized Finance

BY HAND OR OVERNIGHT COURIER:

U.S. Bank National Association

60 Livingston Avenue

St. Paul, Minnesota 55107

Attn: Specialized Finance

BY FACSIMILE:

(651) 495-8097 (MN)

Confirm by Telephone (800) 934-6802

(Originals of all documents submitted

by facsimile should be sent promptly by hand,

overnight courier, or registered or certified mail.)

August 25, 2003

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers

The Registrant’s Bylaws effectively provide that the Registrant shall, to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time (“Section 145”), indemnify all persons whom it may indemnify pursuant thereto. In addition, the Registrant’s Certificate of Incorporation eliminates personal liability of its directors to the full extent permitted by Section 102(b) (7) of the General Corporation Law of the State of Delaware, as amended from time to time (“Section 102(b) (7)”).

Section 145 permits a corporation to indemnify its directors and officers against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by them in connection with any action, suit or proceeding brought by a third party if such directors or officers acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In a derivative action, indemnification may be made only for expenses (including attorneys’ fees) actually and reasonably incurred by directors and officers in connection with the defense or settlement of an action or suit and only with respect to a matter as to which they shall have acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interest of the corporation, except that no indemnification shall be made if such person shall have been adjudged liable to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine upon application that the defendant officers or directors are fairly and reasonably entitled to indemnity for such expenses despite such adjudication of liability.

Section 102(b) (7) provides that a corporation may eliminate or limit the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for willful or negligent conduct in paying dividends or repurchasing or redeeming stock out of other than lawfully available funds or (iv) for any transaction from which the director derived an improper personal benefit. No such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective.

The Company maintains insurance against liabilities under the Securities Act of 1933 for the benefit of its officers and directors.

Section 8 of the Registration Rights Agreement (filed as Exhibit 10.25 to this Registration Statement) provides that the holders of transfer restricted securities covered by this Registration Statement severally and not jointly will indemnify and hold harmless the Registrant, the guarantor subsidiaries, and their respective officers, directors, partners, employees, representatives and agents from and against any liability caused by any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated or necessary to make statements not misleading in the Registration Statement, in the Prospectus or in any amendment or supplement thereto, but only with respect to claims and actions based on written information furnished to the Registrant by the holders of transfer restricted securities covered by this Registration Statement expressly for use therein.

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Item 21.    Exhibits and Financial Statement Schedules

(a)  Exhibits:

Exhibit Number	Description
*3.1	Certificate of Incorporation of Speedway Motorsports, Inc. (“SMI”) (incorporated by reference to Exhibit 3.1 to SMI’s Registration Statement on Form S-1 filed December 22, 1994 (File No. 33-87740) (the “Form S-1”)).
*3.2	Bylaws of SMI (incorporated by reference to Exhibit 3.2 to the Form S-1).
*3.3	Amendment to Certificate of Incorporation of SMI (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to SMI’s Registration Statement on Form S-3 filed November 13, 1996 (File No. 333-13431) (the “November 1996 Form S-3”)).
*3.4	Amendment to Certificate of Incorporation of SMI (incorporated by reference to Exhibit 3.4 to SMI’s Registration Statement on Form S-4 filed September 8, 1997 (File No. 333-35091) (the “September 1997 Form S-4”)).
*4.1	Form of Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form S-1).
*4.2	Indenture dated as of September 1, 1996 between SMI and First Union National Bank of North Carolina, as Trustee (the “First Union Indenture”) (incorporated by reference to Exhibit 4.1 to the November 1996 Form S-3).
*4.3	Form of 5 3/4% Convertible Subordinated Debenture due 2003 (included in the First Union Indenture).
*4.4	Indenture dated as of August 4, 1997 between SMI, the Guarantors named therein and U.S. Bank National Association, as successor in interest to First Trust National Association, as Trustee (the “First Trust Indenture”) (incorporated by reference to Exhibit 4.1 to the September 1997 Form S-4).
*4.5	Form of 8 1/2% Senior Subordinated Notes Due 2007 (included in the First Trust Indenture).
*4.6	First Supplemental Indenture to the First Trust Indenture, dated as of April 1, 1999 (incorporated by reference to Exhibit 4.6 to SMI’s Registration Statement on Form S-4 filed June 4, 1999 (File No. 333-80021) (the “June 1999 Form S-4”).
*4.7	Second Supplemental Indenture to the First Trust Indenture, dated as of June 1, 1999 (incorporated by reference to Exhibit 4.7 to the June 1999 Form S-4).
*4.8	Third Supplemental Indenture to the First Trust Indenture, dated as of December 31, 1999 (incorporated by reference to Exhibit 4.8 to SMI’s Annual Report on Form 10-K for the year ended December 31, 2000 (the “2000 Form 10-K”).
*4.9	Fourth Supplemental Indenture to the First Trust Indenture, dated as of December 31, 2000 (incorporated by reference to Exhibit 4.9 to the 2000 Form 10-K).
*4.10	Fifth Supplemental Indenture to the First Trust Indenture, dated as of December 31, 2001 (incorporated by reference to Exhibit 4.10 to SMI’s Annual Report on Form 10-K for the year ended December 31, 2002 (the “2002 Form 10-K”)).
*4.11	Sixth Supplemental Indenture to the First Trust Indenture, dated as of January 17, 2003 (incorporated by reference to Exhibit 4.1 to SMI’s Quarterly Report for the quarterly period ended March 31, 2003 (the “March 2003 Form 10-Q”)).
*4.12	Indenture dated as of May 11, 1999 between SMI, the Guarantors named therein and U.S. Bank National Association, as successor in interest to U.S. Bank Trust National Association, as Trustee (the “U.S. Bank Trust Indenture”) (incorporated by reference to Exhibit 4.8 to the June 1999 Form S-4).
*4.13	Form of 8 1/2% Senior Subordinated Notes Due 2007 (included in the U.S. Bank Trust Indenture).
*4.14	First Supplemental Indenture to the U.S. Bank Trust Indenture, dated as of June 1, 1999 (incorporated by reference to Exhibit 4.10 to the June 1999 Form S-4).

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Exhibit Number	Description
*4.15	Second Supplemental Indenture to the U.S. Bank Trust Indenture, dated as of December 31, 1999 (incorporated by reference to Exhibit 4.13 to the 2000 Form 10-K).
*4.16	Third Supplemental Indenture to the U.S. Bank Trust Indenture, dated as of December 31, 2000 (incorporated by reference to Exhibit 4.14 to the 2000 Form 10-K).
*4.17	Fourth Supplemental Indenture to the U.S. Bank Trust Indenture, dated as of December 31, 2001 (incorporated by reference to Exhibit 4.16 to the 2002 Form 10-K).
*4.18	Fifth Supplemental Indenture to the U.S. Bank Trust Indenture, dated as of January 17, 2003 (incorporated by reference to Exhibit 4.2 to the March 2003 Form 10-Q).
*4.19	Indenture dated as of May 16, 2003 between SMI, the Guarantors named therein and U.S. Bank National Association, as Trustee (the “2003 Indenture”) (incorporated by reference to Exhibit 4.1 to SMI’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (the “June 30, 2003 Form 10-Q”)).
*4.20	Form of 6 3/4% Senior Subordinated Notes due 2013 (included in the 2003 Indenture).
5.1	Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding the legality of the securities being registered.
†*10.1	Deferred Compensation Plan and Agreement by and between Atlanta Motor Speedway, Inc. and Edwin R. Clark, dated as of January 22, 1993 (incorporated by reference to Exhibit 10.43 to the Form S-1).
†*10.2	Deferred Compensation Plan and Agreement by and between Charlotte Motor Speedway, Inc. and H.A. Wheeler, dated as of March 1, 1990 (incorporated by reference to Exhibit 10.44 to the Form S-1).
†*10.3	Speedway Motorsports, Inc. 1994 Stock Option Plan Amended and Restated May 9, 2002 (incorporated by reference to Exhibit 4.1 to SMI’s Registration Statement on Form S-8 filed May 31, 2002 (File No. 333-89496).
†*10.4	Speedway Motorsports, Inc. Formula Stock Option Plan Amended and Restated May 9, 2002 (incorporated by reference to Appendix B to SMI’s Definitive Proxy Statement filed April 25, 2002).
†*10.5	Speedway Motorsports, Inc. Employee Stock Purchase Plan Amended and Restated as of May 3, 2000 (incorporated by reference to Exhibit 4.1 to SMI’s Registration Statement on Form S-8 filed September 19, 2001 (File No. 333-69618)).
*10.6	Promissory Note made by Atlanta Motor Speedway, Inc. in favor of Sonic Financial Corporation in the amount of $1,708,767, dated as of December 31, 1993 (incorporated by reference to Exhibit 10.51 to the Form S-1).
*10.7	Non-Negotiable Promissory Note dated April 24, 1995 by O. Bruton Smith in favor of SMI (incorporated by reference to Exhibit 10.20 to SMI’s Annual Report on Form 10-K for the year ended December 31, 1995 (the “1995 Form 10-K”).
*10.8	Purchase Contract dated December 18, 1996 between Texas Motor Speedway, Inc., as seller, and FW Sports Authority, Inc., as purchaser (incorporated by reference to Exhibit 10.23 to SMI’s Annual Report on Form 10-K for the year ended December 31, 1996 (the “1996 Form 10-K”)).
*10.9	Lease Agreement dated as of December 18, 1996 between FW Sports Authority, Inc., as lessor, and Texas Motor Speedway, Inc., as lessee (incorporated by reference to Exhibit 10.24 to the 1996 Form 10-K).
*10.10	Guaranty Agreement dated as of December 18, 1996 among SMI, the City of Fort Worth, Texas and FW Sports Authority, Inc. (incorporated by reference to Exhibit 10.25 to the 1996 Form 10-K).
*10.11	Naming Rights Agreement dated as of February 9, 1999 by and between Speedway Motorsports, Inc., Charlotte Motor Speedway, Inc., Lowe’s Home Center’s, Inc., Lowe’s HIW, Inc. and Sterling Advertising Ltd. (incorporated by reference to Exhibit 10.1 to SMI’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1999).

II-3

Exhibit Number	Description
*10.12	Credit Agreement dated as of May 28, 1999 (the “1999 Credit Agreement”) among SMI and Speedway Funding Corp., as borrowers, certain subsidiaries of SMI, as guarantors, and the lenders named therein, including NationsBank, N.A., as agent for the lenders and a lender (incorporated by reference to Exhibit 10.36 to the June 1999 Form S-4).
*10.13	First Amendment to the 1999 Credit Agreement, dated as of September 12, 2002 (incorporated by reference to Exhibit 10.13 to the 2002 Form 10-K).
*10.14	Pledge Agreement dated as of May 28, 1999 among SMI and the subsidiaries of SMI that are guarantors under the 1999 Credit Agreement, as pledgors, and, NationsBank, N.A., as agent for the lenders under the 1999 Credit Agreement (incorporated by reference to Exhibit 10.37 to the June 1999 Form S-4).
*10.15	Asset Purchase Agreement between Speedway Systems LLC, Charlotte Motor Speedway, LLC, Texas Motor Speedway, Inc., Bristol Motor Speedway, Inc. and Levy Premium Foodservice Limited Partnership dated November 29, 2001 (the “Levy Asset Purchase Agreement”) (portions omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.14 to SMI’s Annual Report on Form 10-K for the year ended December 31, 2001 (the “2001 Form 10-K”).
*10.16	Amendment Number 1 to Levy Asset Purchase Agreement dated January 31, 2002 (portions omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.15 to the 2001 Form 10-K).
*10.17	Management Agreement by and between SMI, Levy Premium Foodservice Limited Partnership and Levy Premium Foodservice Partnership of Texas dated November 29, 2001 (the “Levy Management Agreement”) (portions omitted pursuant to a request for confidential treatment) (incorporated by reference to Exhibit 10.16 to the 2001 Form 10-K).
*10.18	Assignment of and Amendment to Levy Management Agreement dated January 24, 2002 (incorporated by reference to Exhibit 10.17 to the 2001 Form 10-K).
*10.19	Guaranty Agreement dated November 29, 2001 by SMI in favor of Levy Premium Foodservice Limited Partnership (incorporated by reference to Exhibit 10.18 to the 2001 Form 10-K).
*10.20	Guaranty Agreement dated November 29, 2001 by Compass Group USA, Inc. in favor of Speedway Systems LLC, Charlotte Motor Speedway, LLC, Texas Motor Speedway, Inc., Bristol Motor Speedway, Inc. and SMI (incorporated by reference to Exhibit 10.19 to the 2001 Form 10-K).
*10.21	Naming Rights Agreement Between Sears Point Raceway, LLC and SMI, and Infineon Technologies
	North America Corp., dated June 11, 2002 (incorporated by reference to Exhibit 99.2 to SMI’s Current Report on Form 8-K filed June 24, 2002).
*10.23	Credit Agreement dated as of May 16, 2003 among SMI and Speedway Funding, LLC as borrowers, certain subsidiaries and related parties of SMI, as Guarantors, and the Lenders named therein, including Bank of America, N.A. as agent for the Lenders and a Lender (the “2003 Credit Agreement”) (incorporated by reference to Exhibit 10.1 to the June 30, 2003 Form 10-Q).
*10.24	Pledge Agreement dated as of May 16, 2003 by SMI and the subsidiaries of SMI that are guarantors under the 2003 Credit Agreement, as pledgors and Bank of America, N.A., as agent for the Lenders and a Lender under the 2003 Credit Agreement. (incorporated by reference to Exhibit 10.2 to the June 30, 2003 Form 10-Q).
*10.25	Registration Rights Agreement dated as of May 16, 2003 by and among SMI, the Guarantors named therein and Banc of America Securities LLC, Wachovia Securities, Inc., Credit Lyonnais Securities (USA) Inc., Fleet Securities, Inc. and SunTrust Capital Markets Inc. (incorporated by reference to Exhibit 10.3 to the June 30, 2003 Form 10-Q).
*10.26	Purchase Agreement dated May 8, 2003 by and among SMI, the Guarantors named therein and Banc of America Securities LLC, Wachovia Securities, Inc., Credit Lyonnais Securities (USA) Inc., Fleet Securities, Inc. and SunTrust Capital Markets Inc. (incorporated by reference to Exhibit 10.4 to the June 30, 2003 Form 10-Q).
*12.1	Statement regarding computation of ratios.

II-4

Exhibit Number	Description
*21.1	Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the 2002 Form 10-K).
23.1	Consent of Deloitte & Touche LLP
23.2	Consent of Parker, Poe, Adams & Bernstein L.L.P. (included in Exhibit 5.1 of this Registration Statement)
*24.1	Powers of Attorney (included on the signature pages of this Registration Statement).
*25.1	Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association.
99.1	Form of Letter of Transmittal regarding exchange offer.
99.2	Notice of Guaranteed Delivery.

 * Previously filed.

 † Management compensation contract, plan or arrangement.

(b)   Financial Statement Schedules:

None.

Item 22.    Undertakings.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.

The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

SPEEDWAY MOTORSPORTS, INC.
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	Chief Financial Officer, Vice President, Treasurer and Director

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated:

Signature	Title	Date
* O. Bruton Smith	Chairman, Chief Executive Officer and Director (principal executive officer)	August 25, 2003
* H.A. Wheeler	President, Chief Operating Officer and Director	August 25, 2003
/s/    WILLIAM R. BROOKS William R. Brooks	Vice President, Treasurer, Chief Financial Officer and Director (principal financial officer and principal accounting officer)	August 25, 2003
* Edwin R. Clark	Executive Vice President and Director	August 25, 2003
* William P. Benton	Director	August 25, 2003
* Mark M. Gambill	Director	August 25, 2003
* Robert L. Rewey	Director	August 25, 2003
* Tom E. Smith	Director	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	(Attorney-in-fact for each of the persons indicated)

II-6

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

ATLANTA MOTOR SPEEDWAY, INC.
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* O. Bruton Smith	Chairman, Chief Executive Officer and Director (principal executive officer)	August 25, 2003
* H.A. Wheeler	Director	August 25, 2003
/s/    WILLIAM R. BROOKS William R. Brooks	Vice President and Director	August 25, 2003
* Mike Bruner	Vice President, Treasurer and Secretary (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

BRISTOL MOTOR SPEEDWAY, INC.
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* O. Bruton Smith	Chairman, Chief Executive Officer and Director (principal executive officer)	August 25, 2003
* H.A. Wheeler	Vice President and Director	August 25, 2003
* Fred King	Vice President, Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

CHARLOTTE MOTOR SPEEDWAY, LLC
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	Vice President and Manager

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* O. Bruton Smith	Chief Executive Officer and Manager (principal executive officer)	August 25, 2003
* H.A. Wheeler	President and Manager	August 25, 2003
/s/    WILLIAM R. BROOKS         William R. Brooks	Vice President and Manager	August 25, 2003
* Robert Litaker	Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

INEX CORP.
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* Richard Burke	President and Director (principal executive officer)	August 25, 2003
* Robert G. Litaker	Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

LAS VEGAS MOTOR SPEEDWAY, INC.
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* O. Bruton Smith	President and Director (principal executive officer)	August 25, 2003
* Randall A. Storey	Assistant Secretary, Assistant Treasurer and Director	August 25, 2003
* William Soard	Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

MOTORSPORTS BY MAIL, LLC
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	President and Manager

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    WILLIAM R. BROOKS         William R. Brooks	President and Manager (principal executive officer, principal financial officer and principal accounting officer)	August 25, 2003

II-12

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

NEVADA SPEEDWAY, LLC
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* O. Bruton Smith	Chief Executive Officer, President and Manager (principal executive officer)	August 25, 2003
* Randall A. Storey	Assistant Secretary, Assistant Treasurer and Manager	August 25, 2003
* William Soard	Vice President, Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

600 RACING, INC.
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	Vice President

POWER OF ATTORNEY

We, the undersigned directors and officers of 600 Racing, Inc., do hereby constitute and appoint O. Bruton Smith, H.A. Wheeler, and William R. Brooks, with full power of substitution, our true and lawful attorneys-in-fact and agents to do any and all acts and things in our names and in our behalf in our capacities stated below, which acts and things they may deem necessary or advisable to enable 600 Racing, Inc. to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but not limited to, power and authority to sign for any and all of us in our names, in the capacities stated below, any and all amendments (including post-effective amendments) hereto and any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission; and we do hereby ratify and confirm all that they shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* H.A. Wheeler	President (principal executive officer)	August 25, 2003
* Richard Burke	Vice President, Secretary, Treasurer and Director (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-14

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

SMI TRACKSIDE, LLC
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* O. Bruton Smith	Director	August 25, 2003
* Hank Jones	President and Director (principal executive officer)	August 25, 2003
/s/    WILLIAM R. BROOKS         William R. Brooks	Vice President and Director	August 25, 2003
* William F. Raines, III	Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

SPEEDWAY FUNDING, LLC
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	President and Manager

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    WILLIAM R. BROOKS         William R. Brooks	President and Manager (principal executive officer)	August 25, 2003
* Janice C. George	Vice President and Manager	August 25, 2003
* Randall A. Storey	Assistant Secretary, Assistant Treasurer and Manager	August 25, 2003
* William Soard	Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

SPEEDWAY MEDIA, LLC
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	Vice President and Manager

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* O. Bruton Smith	President and Manager (principal executive officer)	August 25, 2003
/s/    WILLIAM R. BROOKS William R. Brooks	Vice President and Manager	August 25, 2003
* Randall A. Storey	Vice President, Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

SPEEDWAY PROPERTIES COMPANY, LLC
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	President and Manager

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/    WILLIAM R. BROOKS William R. Brooks	President and Manager (principal executive officer)	August 25, 2003
* Janice C. George	Vice President and Manager	August 25, 2003
* Randall A. Storey	Assistant Secretary, Assistant Treasurer and Manager	August 25, 2003
* William Soard	Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

SPEEDWAY SONOMA, LLC
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* O. Bruton Smith	Chief Executive Officer and Manager (principal executive officer)	August 25, 2003
* Randall A. Storey	Assistant Secretary, Assistant Treasurer and Manager	August 25, 2003
* Sara Grafals	Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

SPEEDWAY SYSTEMS LLC
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks
	Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* O. Bruton Smith	Chief Executive Officer and President of Speedway Systems LLC (principal executive officer of Speedway Systems LLC)	August 25, 2003
/s/    WILLIAM R. BROOKS William R. Brooks	Vice President of SPR, Inc., as the Manager of Speedway Systems LLC	August 25, 2003
* Jennifer Turley	Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

SPR, INC.
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* O. Bruton Smith	Chief Executive Officer and Director (principal executive officer)	August 25, 2003
* Steve Page	President and Director	August 25, 2003
* Sara Grafals	Vice President, Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

TEXAS MOTOR SPEEDWAY, INC.
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* O. Bruton Smith	President and Director (principal executive officer)	August 25, 2003
* H.A. Wheeler	Vice President and Director	August 25, 2003
/s/    WILLIAM R. BROOKS         William R. Brooks	Vice President and Director	August 25, 2003
* Tom Kelly	Vice President, Secretary and Treasurer (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Charlotte, state of North Carolina, on August 25, 2003.

TRACKSIDE HOLDING CORPORATION
By:	/s/    WILLIAM R. BROOKS
	William R. Brooks Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
* O. Bruton Smith	President and Director (principal executive officer)	August 25, 2003
/s/    WILLIAM R. BROOKS William R. Brooks	Vice President and Director	August 25, 2003
* Randall A. Storey	Secretary, Treasurer and Director (principal financial officer and principal accounting officer)	August 25, 2003

*By:	/s/    WILLIAM R. BROOKS
	William R. Brooks (Attorney-in-fact for each of the persons indicated)

II-23