SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 28, 1996
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Grand Prix Association of Long Beach, Inc.
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(Exact name of registrant as specified in its charter)
California 1-11837 95-2945353
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification
Number)
3000 Pacific Avenue, Long Beach, California 90806
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (310) 981-2600
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N.A.
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(Former name or former address, if changed since last report)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
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On June 28, 1996, concurrently with the closing of its initial
public offering of securities ("Initial Public Offering"), Grand Prix
Association of Long Beach, Inc. (the "Company"), acquired substantially all of
the assets (the "Assets") of Memphis International Motorsports Park, Inc.
("Seller"). The Assets were acquired pursuant to an Agreement of Purchase and
Sale of Assets, dated as of May 6, 1996, as amended, entered into by and between
the Company and the Seller.
The purchase price paid by the Company for the Assets was
$5,000,000, payable in the form of $2,500,000 in the assumption of liabilities
of Seller, which liabilities were paid off by the Company at the closing of the
acquisition out of the proceeds from the Company's Initial Public Offering, and
$2,500,000 in the form of the newly authorized Series B Convertible Preferred
Stock of the Company, which stock was valued at the same price as the offering
price of the Company's common stock in its Initial Public Offering, or $10.00
per share. The purchase price paid for the Assets was arrived at by arms' length
negotiations between the parties.
The Assets acquired by the Company, which comprise the Memphis
International Motosports Park, a motorsports facility located in Millington,
Tennessee, inlcude approximately 375 acres of land (acquired by the Company in
fee simple), together with all buildings and structures thereon, and certain
furniture, fixtures and equipment located thereon, including a drag strip, oval
track and road course and approximately 14,000 portable grandstand seats, 5,000
permanent grandstand seats and two sets of bleachers. The Company intends to
continue to use the Assets in the operation of a motorsports park and, in
addition, the Company intends to use an additional approximately $2,500,000 from
the proceeds of its Initial Public Offering to make improvements to this
motorsports facility in order to turn it into a modern multi-purpose motorsports
facility capable of hosting a wide assortment of motorsports events.
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Item 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
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Exhibits.
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(a) Financial Statements
The following Consolidated Financial Statements are incorporated
by reference herein from pages F-18 through F-26 of the Company's Pre-Effective
Amendment No. 2 to its Registration Statement on Form SB-2 (No. 333-4834- LA)
filed with the Commission on June 28, 1996, which pages are included as Exhibit
99.1 to this report.
-- Independent Auditors' Report
-- Balance Sheet as of December 31, 1995 and March 31, 1996
(Unaudited)
-- Statements of Income (Loss) for the Years Ended December 31,
1994 and 1995 and the Three Months ended March 31, 1995
and 1996 (Unaudited)
-- Statements of Shareholders' Equity (Deficit) for the Years
Ended December 31, 1994 and 1995 and the Three Months
Ended March 31, 1996 (Unaudited)
-- Statements of Cash Flows for the Years Ended December 31, 1994
and 1995 and the Three Months Ended March 31, 1995 and
1996 (Unaudited)
-- Notes to Financial Statements
(b) Pro-Forma Financial Information
The following Pro Forma Condensed Combining Financial Statements
are incorporated by reference herein from pages PF-1 through PF-6 of the
Company's Pre-Effective Amendment No. 2 to its Registration Statement on Form
SB-2 (No. 333-4834 - LA) filed with the Commission on June 28, 1996, which pages
are included as Exhibit 99.2 to this report.
-- Introduction
-- Pro Forma Condensed Combining Balance Sheet as of March 31,
1996
-- Pro Forma Condensed Combining Statement of Operations: For the
Year Ended June 30, 1995 and for the Nine Months Ended
March 31, 1996
-- Notes to Pro Forma Condensed Combining Financial Statements
(c) Exhibits
The following exhibits required by Item 601 of Regulation S-B are filed
herewith:
Exhibit # Description
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10.8 Agreement dated as of May 6, 1996 ("Memphis Acquisition
Agreement") between Grand Prix Association of Long Beach, Inc.
and Memphis International Motorsports Park, Inc. (Incorporated by
reference to Exhibit 10.8 to the Company's Pre-Effective
Amendment No. 2 to its Registration
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Statement on Form SB-2 (No. 333-4834 - LA), filed with the
Commission on June 28, 1996 ("Amendment No. 2").
10.29 First Amendment dated June 28, 1996 to Memphis Acquisition
Agreement by and among Grand Prix Association of Long Beach,
Inc., Automotive Safety & Transportation Systems, Inc. and
Memphis International Motorsports Park, Inc.
99.1 Pages F-18 through F-26 of Amendment No. 2 (containing Financial
Statements of Memphis International Motorsports Park, Inc. as set
forth in Item 5(a) of this report).
99.2 Pages PF-1 through PF-6 of Amendment No. 2 (containing Pro-Forma
Financial Information as set forth in Item 5(b) of this report).
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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.
GRAND PRIX ASSOCIATION OF
LONG BEACH, INC.
Date: July 10, 1996 By: /s/ Christopher R. Pook
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Christopher R. Pook
Chairman of the Board
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