UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 7, 2019
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INTERNATIONAL SPEEDWAY
CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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| Florida | | 000-02384
| | 59-0709342 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| One Daytona Boulevard, Daytona Beach, Florida | | 32114 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(386) 254-2700
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| x | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant Section 12(b) of the Act:
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| Title of each class | Trading symbol | Name of each exchange on which registered |
| Class A Common Stock - $.01 par value | ISCA | NASDAQ/National Market System |
Securities registered pursuant to Section 12 (g) of the Act:
Common Stock — $.10 par value
Class B Common Stock — $.01 par value
(Title of Class)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company q
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. q
Section 8 – Other Items
As previously disclosed, on September 17, 2019, International Speedway Corporation (the “Company”) mailed to all registered and beneficial shareholders a Proxy Statement setting forth the date for a special meeting of the shareholders to vote on, among other things, the approval of the Agreement and Plan of Merger, dated as of May 22, 2019 (the “Merger Agreement”), by and among the Company, NASCAR Holdings, Inc., a Florida corporation, and Nova Merger Sub, Inc., a Florida Corporation.
On October 7, 2019, the Company sent a reminder letter to all registered and beneficial shareholders holding two-hundred and fifty (250) shares or more who have not yet submitted a vote on the approval of the Merger Agreement. A copy of this special reminder letter is furnished as Exhibit 99.1 hereto and is incorporated into this Item 8.01 by reference.
Section 9 – Financial Statements and Exhibits
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| | Item 9.01 | Financial Statements and Exhibits |
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| | | Exhibit Number | | Description of Exhibit | | Filing Status |
| 1 | | | | Reminder Letter dated October 7, 2019 | | Attached herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | | INTERNATIONAL SPEEDWAY CORPORATION (Registrant) |
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| October 7, 2019 | | | | By: | | /s/ Benjamin Odom |
| | | | | | | Benjamin Odom |
| | | | | | | Vice President - Deputy General Counsel |
