SCHEDULE 14C
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[ ] Preliminary information statement [ ] Confidential, for Use of the
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INTERNATIONAL SPEEDWAY CORPORATION
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INTERNATIONAL SPEEDWAY CORPORATION
1801 WEST INTERNATIONAL SPEEDWAY BOULEVARD
DAYTONA BEACH, FLORIDA 32114
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of International Speedway Corporation:
The Annual Meeting of the Shareholders of International Speedway
Corporation will be held at DAYTONA USA, 1801 West International Speedway
Boulevard, Daytona Beach, Florida, 32114 on Wednesday, the 5th day of
April, 2000, commencing at 9:30 A.M., for the following purposes:
(a) To elect six (6) Directors of the Corporation.
(b) To transact such other business as may properly come
before the meeting.
ALL Shareholders of record as of January 31, 2000, will be entitled to
vote, either in person or by proxy. DUE TO LOGISTICAL CONSIDERATIONS, PLEASE
BE PRESENT BY 9:15 A.M. Shareholder registration tables will open at 9:00
A.M.
By Order of the Board of Directors
/s/ W. Garrett Crotty
W. Garrett Crotty
Vice President, Secretary and
General Counsel
March 10, 2000
INTERNATIONAL SPEEDWAY CORPORATION
1801 West International Speedway Boulevard
Daytona Beach, Florida 32114
INFORMATION STATEMENT
Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
and Regulation 14C and Schedule 14C thereunder
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
This Information Statement has been filed with the Securities and
Exchange Commission (the "SEC") and is first being mailed on or about March
10, 2000 to holders of record on January 31, 2000 (the "Record Date") of
shares of all classes of the common stock of International Speedway
Corporation, a Florida corporation (the "Company"). This Information
Statement relates to an Annual Meeting of Shareholders and the only matters to
be acted upon at the meeting are
(a) the election of directors, and
(b) approval of accountants.
You are being provided with this Information Statement pursuant to Section
14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and Regulation 14C and Schedule 14C thereunder.
TABLE OF CONTENTS
DATE, TIME AND PLACE INFORMATION .......................................... 1
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF ........................... 1
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS ................................ 3
Certain Relationships and Related Transactions ...................... 5
Section 16(a) Beneficial Ownership Reporting Compliance ............. 6
Director Meetings and Committees .................................... 7
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS .......................... 7
Director Compensation ............................................... 7
Committee Report on Executive Officer Compensation .................. 7
Executive Compensation .............................................. 10
Summary Compensation Table .................................... 10
Performance Graph ................................................... 11
INDEPENDENT PUBLIC ACCOUNTANTS ............................................ 12
VOTING PROCEDURE .......................................................... 12
Dissenters' Right of Appraisal ...................................... 12
AVAILABLE INFORMATION ..................................................... 12
DATE, TIME AND PLACE INFORMATION
The Annual Meeting of Shareholders of International Speedway Corporation
will be held on Wednesday, April 5, 2000 commencing at 9:30 A.M. at DAYTONA
USA, 1801 West International Speedway Boulevard, Daytona Beach, Florida,
32114. DUE TO LOGISTICAL CONSIDERATIONS, PLEASE BE PRESENT BY 9:15 A.M.
Shareholder registration tables will open at 9:00 A.M. The mailing address of
the principal executive offices of the Company is 1801 West International
Speedway Boulevard, Daytona Beach, Florida 32114.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
This Information Statement is being mailed on or about March 13, 2000 to
all shareholders of record as of the Record Date. The Record Date for the
Annual Meeting is January 31, 2000. As of the Record Date, the Company had
23,136,011 shares of Class A Common Stock and 29,965,142 shares of Class B
Common Stock issued and outstanding. Each share of the Class A Common Stock
is entitled to one-fifth of one vote on matters submitted to shareholder
approval or a vote of shareholders. Each share of the Class B Common Stock is
entitled to one vote on matters submitted to shareholder approval or a vote of
shareholders. The following table sets forth certain information as of the
Record Date with respect to the beneficial ownership of each class of the
Company's common stock by: (i) each person known by the Company to be the
beneficial owner of more than 5% of the outstanding shares of each class of
common stock, (ii) each director, or nominee for director, of the Company who
beneficially owns any such shares, (iii) each of the Company's executive
officers who beneficially owns any such shares, and (iv) all directors and
executive officers of the Company as a group. As described in the notes to the
table, voting and/or investment power with respect to certain shares of common
stock is shared by the named individuals. Consequently, such shares may be
shown as beneficially owned by more than one person.
NUMBER OF SHARES PERCENTAGE OF PERCENTAGE OF
OF COMMON STOCK COMMON STOCK COMBINED VOTING
BENEFICIALLY OWNED (2) BENEFICIALLY OWNED POWER OF ALL
------------------------------------- -------------------------- CLASSES OF
NAME OF BENEFICIAL OWNER (1) CLASS A CLASS B TOTAL CLASS A CLASS B TOTAL COMMON STOCK
- ----------------------------- ------------------------------------- -------------------------- ---------------
France Family Group(3) ..... 23,352 21,158,081 21,181,433 * 70.61% 39.89% 61.18%
James C. France(4) .......... 4,042 15,352,721 15,356,763 * 51.24% 28.92% 44.38%
William C. France(5) ........ 2,642 15,340,501 15,343,143 * 51.19% 28.89% 44.35%
Roger S. Penske(6)........... 4,577,663 0 4,577,663 19.91% * 8.62% 2.65%
Penske Corp(7)............... 4,552,621 0 4,552,621 19.80% * 8.57% 2.63%
Penske Performance Inc(8).... 4,552,621 0 4,552,621 19.80% * 8.57% 2.63%
Putnam Investments, Inc.(9).. 2,059,145 0 2,059,145 8.95% * 3.88% 1.19%
Lesa D. Kennedy (10)......... 1,979 634,568 636,547 * 2.12% 1.20% 1.84%
Brian Z. France.............. 1,500 495,711 497,211 * 1.65% * 1.43%
Raymond K. Mason, Jr.(11).... 1,042 196,740 197,782 * * * *
James H. Foster(12). ........ 20,277 165,372 185,649 * * * *
H. Lee Combs................. 9,418 42,070 51,488 * * * *
Thomas W. Staed(13).......... 5,992 44,000 49,992 * * * *
Robert R. Dyson(14).......... 19,500 29,500 49,000 * * * *
John E. Graham, Jr........... 6,135 23,934 30,069 * * * *
James H. Hunter.............. 3,977 25,205 29,182 * * * *
W. Grant Lynch, Jr........... 3,827 19,529 23,356 * * * *
John R. Saunders............. 5,108 16,895 22,003 * * * *
Chapman J. Root, II ......... 3,542 13,500 17,042 * * * *
Susan G. Schandel............ 3,823 10,692 14,515 * * * *
Robert E. Smith(15) ......... 4,432 8,939 13,371 * * * *
Gregory J. Sullivan.......... 5,282 7,388 12,670 * * * *
J. Hyatt Brown(16) .......... 2,400 9,000 11,400 * * * *
Walter P. Czarnecki.......... 8,230 0 8,230 * * * *
W. Garrett Crotty(17)........ 4,027 3,653 7,680 * * * *
John R. Cooper .............. 6,042 1,500 7,542 * * * *
Gregory W. Penske............ 6,210 0 6,210 * * * *
Lloyd E. Reuss............... 5,000 0 5,000 * * * *
Christy F. Harris(18)........ 4,842 150 4,992 * * * *
Edward H. Rensi.............. 0 1,500 1,500 * * * *
All directors and
executive officers as a
group (26 persons)(19) .... 4,716,932 20,902,945 25,619,877 20.39% 69.76% 48.25% 63.16%
- -------------------------------
* Less than 1%.
(1) Unless otherwise indicated the address of each of the beneficial
owners identified is c/o the Company, 1801 West International Speedway
Boulevard, Daytona Beach, Florida 32114.
(2) Unless otherwise indicated, each person has sole voting and investment
power with respect to all such shares.
(3) Reflects the aggregate of 18,852 Class A and 20,325,448 Class B shares
indicated in the table as beneficially owned by James C. France, William
C. France, Lesa D. Kennedy and Brian Z. France, as well as 4,500 Class A
shares held of record and 832,633 Class B shares held beneficially by
the adult children of James C. France. See footnotes (4), (5) and (9).
(4) Includes (i) 1,500 Class A shares held of record and 304,725 Class B
shares held beneficially by Sharon M. France, his spouse, (ii) 9,115,125
Class B shares held of record by Western Opportunity Limited
Partnership ("Western Opportunity"), (iii) 4,052,369 Class B shares
held of record by Carl Investment Limited Partnership ("Carl"), and
(iv) 1,880,502 Class B shares held of record by White River Investment
Limited Partnership ("White River"). James C. France is the sole
shareholder and director of (x) Principal Investment Company, one of the
two general partners of Western Opportunity, (y) Quaternary Investment
Company, the general partner of Carl, and (z) Secondary Investment
Company, one of the two general partners of White River. Also see
footnote (5). Does not include shares held of record by the adult
children of James C. France.
(5) Includes (i) 1,121 Class A shares held of record by Betty Jane France,
his spouse, (ii) 9,115,125 Class B shares held of record by Western
Opportunity, (iii) 4,344,874 Class B shares held of record by Polk City
Limited Partnership ("Polk City"), and (iv) 1,880,502 Class B shares
held of record by White River. William C. France is the sole shareholder
and director of each of (x) Sierra Central Corp., one of the two
general partners of Western Opportunity, (y) Boone County Corporation,
the general partner of Polk City, and (z) Cen Rock Corp., one of the
two general partners of White River. Also see footnote (4). Does not
include the shares shown in the table as beneficially owned by Lesa D.
Kennedy and Brian Z. France, adult children of William C. France.
(6) This owner's address is 13400 West Outer Drive, Detroit, MI 48239-4001.
Includes 4,552,621 Class A shares shown in the table as beneficially
owned by Penske Corp. and Penske Performance, Inc.
(7) This owner's address is 13400 West Outer Drive, Detroit, MI 48239-4001.
Shares shown are also beneficially owned by Roger S. Penske and Penske
Performance, Inc.
(8) This owner's address is 1100 North Market Street, Suite 780, Wilmington,
DE 19801. Shares shown are also beneficially owned by Roger S. Penske
and Penske Corp.
(9) This owner's address is One Post Office Square, Boston, Massachusetts
02109. Shares reported are also included in those reported for Putnam
Investments, Inc.
(10) Includes (i) 1,500 Class A shares held of record by Ms. Kennedy as
custodian for her minor son, Benjamin, (ii) 1,500 Class A shares held
jointly with her spouse, and (iii) 343,950 Class B shares held of record
by BBL Limited Partnership. Mrs. Kennedy is the sole shareholder and a
director of BBL Company, the sole general partner of BBL Limited
Partnership.
(11) Includes 75 Class B shares owned by The Raymond K. Mason, III Trust,
as to which Mr. Mason disclaims beneficial ownership.
(12) Includes (i) 16,682 Class B shares held of record by BEEJA Limited
Partnership and (ii) 140,000 Class B shares held of record by Mountain-
Ocean Limited Partnership.
(13) Owned jointly with Barbara Staed, his spouse.
(14) Includes 5,000 Class A shares held in the Robert R. Dyson 1987 Family
Trust and 9,500 Class A Shares held as Trustee of the Charles H. Dyson
Trust No. 2, U/A dated 4/15/76.
(15) Includes 1,837 Class A shares held of record as joint tenants with his
spouse.
(16) Held of record as joint tenants with Cynthia R. Brown, his spouse.
(17) Includes 100 Class B shares held by Mr. Crotty as Trustee for his son
and 1,500 shares held by Bellows Falls Investment, Inc. Also includes
208 Class A shares held by the Black, Sims & Hubka profit sharing plan
as to which Mr. Crotty disclaims beneficial ownership.
(18) Includes 500 Class A shares held by M. Dale Harris, his spouse, and
1,500 Class A shares held by Mr. Harris as trustee of The Harris,
Midyette & Darby P.A. Profit Sharing Plan and Trust.
(19) See footnotes (4) through (8), and (10) through (18).
2
DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The executive officers, directors and nominees for directors of the Company
are as follows:
NAME AGE POSITION WITH THE COMPANY
William C. France 66 Chairman of the Board, Chief Executive Officer and Director
Roger S. Penske 63 Vice-Chairman and Director
James C. France 55 President, Chief Operating Officer and Director
Lesa D. Kennedy 38 Executive Vice President and Director
H. Lee Combs 46 Senior Vice President -Corporate Development and Director
John R. Saunders 43 Senior Vice President -Operations
Gregory W. Penske 37 Senior Vice President -Western Operations
Susan G. Schandel 36 Vice President, Chief Financial Officer, and Treasurer
W. Garrett Crotty 36 Vice President, Secretary and General Counsel
Gregory J. Sullivan 44 Vice President--Marketing
Robert E. Smith 67 Vice President--Administration
John E. Graham, Jr. 51 Vice President
W. Grant Lynch, Jr. 46 Vice President
James H. Hunter 60 Vice President
Les Richter 69 Vice President Special Projects
J. Hyatt Brown 62 Director
John R. Cooper 67 Director
Walter P. Czarnecki 56 Director
Robert R. Dyson 53 Director
James H. Foster 73 Director
Brian Z. France 37 Director
Christy F. Harris 54 Director
Raymond K. Mason, Jr. 44 Director
Edward H. Rensi 55 Director
Lloyd E. Reuss 63 Director
Chapman Root, II 50 Director
Thomas W. Staed 68 Director
The Company's Articles provide that the Board of Directors be divided
into three classes, with regular three year staggered terms. Ms. Kennedy and
Messrs. Brown, Czarnecki, Dyson, Rensi and Staed will hold office until the
annual meeting of shareholders to be held in 2000, Messrs. William C. France,
Combs, Foster, Harris, Gregory W. Penske and Root will hold office until the
annual meeting of shareholders to be held in 2001, and Messrs. James C.
France, Cooper, Brian Z. France, Mason, Roger S. Penske and Reuss will hold
office until the annual meeting of shareholders to be held in 2002. Pursuant
to the merger agreement for the PMI Acquisition the Company is currently
obligated to place three individuals designated by Penske Performance, Inc. on
its board of directors and to include such designees as nominees recommended
by the Company's board of directors at future elections of directors by
shareholders. Messrs. Roger S. Penske, Gregory W. Penske and Walter P.
Czarnecki are presently the designees of Penske Performance, Inc. serving on
the Company's board of directors.
For the election of directors at the Annual Meeting of Shareholders in
April 2000, the Board has approved the nomination as directors of Ms. Kennedy
and Messrs. Brown, Czarnecki, Dyson, Rensi and Staed to serve for a three year
term and hold office until the annual meeting of shareholders to be held in
2003.
William C. France and James C. France are brothers. Lesa D. Kennedy and
Brian Z. France are the children of William C. France. Gregory W. Penske is
the son of Roger S. Penske. There are no other family relationships among the
Company's executive officers and directors.
Mr. William C. France, a director since 1958, has served as Chairman of
the Board of the Company since 1987 and as Chief Executive Officer since 1981.
Mr. Roger S. Penske, has served as a director and Vice Chairman since
July 1999. Mr. Penske was Chairman of the Board of PMI from March of 1996
until its acquisition by the Company in 1999. Prior to March 1996, Mr. Penske
was Chairman of the Board of Michigan International Speedway, Inc. ("Michigan
Speedway") since 1973, Chairman of the Board and President of Pennsylvania
International Raceway, Inc. ("Nazareth
3
Speedway") since 1986, and Chairman of the Board of California Speedway
Corporation ("California Speedway") since 1994. Mr. Penske is also Chairman of
the Board and Chief Executive Officer of Penske Corporation. Penske
Corporation is a privately-owned diversified transportation services company
which (among other things) holds, through its subsidiaries, interests in a
number of businesses, including the Company. Mr. Penske is also a member of
the Boards of Directors of General Electric Company, Detroit Diesel
Corporation, United Auto Group, Inc., and Delphi Automotive Systems, Inc. Mr.
Penske is also a founder of Penske Racing, Inc. and Penske Racing South, Inc.
Mr. James C. France, a director since 1970, has served as President and
Chief Operating Officer of the Company since 1987.
Ms. Lesa D. Kennedy, a director since 1984, was appointed Executive Vice
President of the Company in January 1996. Ms. Kennedy served as the Company's
Secretary from 1987 until January 1996 and served as its Treasurer from 1989
until January 1996.
Mr. H. Lee Combs, a director since 1987, was appointed the Company's
Senior Vice President-Corporate Development in July 1999. He served as Senior
Vice President-Operations since January 1996 until that date. Mr. Combs served
as a Vice President and the Company's Chief Financial Officer from 1987 until
January 1996.
Mr. John R. Saunders has served as Senior Vice President-Operations,
since July 1999. He had served as a Vice President since 1997 and was
President of Watkins Glen International from 1983 until 1997.
Mr. Gregory W. Penske has served as Senior Vice President-Western
Operations and a director since July 1999. Mr. Penske had been a director of
PMI since its formation and President and Chief Executive Officer since July
1, 1997. Prior to July 1, 1997, Mr. Penske served as an Executive Vice
President of PMI since February 1996. In addition, Mr. Penske served as
President of the California Speedway Corporation from January 1997 to January
1999. Mr. Penske is also the President of Penske Automotive Group, Inc., which
owns and operates five automobile dealerships in Southern California, and has
served in that position since December 1993. From July 1992 to the present,
Mr. Penske served as the President of D. Longo, Inc., which owns and operates
a Toyota dealership in El Monte, California and is a subsidiary of Penske
Automotive Group, Inc.
Ms. Susan G. Schandel became a Vice President in July 1999 and since
January 1996 has continued to serve as the Company's Treasurer and Chief
Financial Officer. From November 1992 until January 1996, Ms. Schandel served
as the Company's Controller.
Mr. W. Garrett Crotty became a Vice President in July 1999 and since 1996
has served as Secretary and General Counsel. Prior to that time he had been
in the private practice of law for more than five years.
Mr. Gregory J. Sullivan, has served as the Company's Vice
President-Marketing since November 1994.
Mr. Robert E. Smith has served as Vice President--Administration of the
Company for more than five years.
Mr. John E. Graham, Jr., has served as a Vice President and as President
of Daytona International Speedway since November 1994.
Mr. W. Grant Lynch, Jr. has served as a Vice President and as President
of Talladega Superspeedway since joining the Company in November 1993.
Mr. James H. Hunter has served as a Vice President and as President of
Darlington Raceway since joining the Company in November 1993.
Mr. Les Richter has served as Vice President of the Company since
February 2000. Mr. Richter has served as the Executive Vice President of the
California Speedway since November 1994.
Mr. J. Hyatt Brown, a director since 1987, serves as the President and
Chief Executive Officer of Brown & Brown, Inc. and has been in the insurance
business since 1959. Mr. Brown also serves as a director of Rock Tenn Co.,
SunTrust Banks, Inc., BellSouth Corporation, and FPL Group, Inc.
4
Mr. John R. Cooper, a director since 1987, served as Vice President -
Corporate Development of the Company from December 1987 until July 1994.
Beginning January 1996 Mr. Cooper rejoined the Company staff.
Mr. Walter P. Czarnecki has been a director since July 1999. Mr.
Czarnecki had served as Vice Chairman of the Board of PMI since January 1996,
and, prior thereto, served as PMI's President. Mr. Czarnecki had also served
as a senior executive of the Penske Speedway Group since 1979. Mr. Czarnecki
is the Executive Vice President of Penske Corporation, has been a member of
the Board of Directors of Penske Corporation since 1979 and serves as a
director of Penske Truck Leasing Corporation, which is the general
partner of Penske Truck Leasing Co., L.P.
Mr. Robert R. Dyson, a director since January 1997, has served as
Chairman and Chief Executive Officer of the Dyson-Kissner-Moran Corporation
(DKM) since November 1992.
Mr. James H. Foster, a director since 1968, served as the Company's
Senior Vice President - Special Projects from January 1994 until his
retirement in 1997. Mr. Foster served as President of Daytona International
Speedway from 1988 until 1994.
Mr. Brian Z. France, a director since 1994, has served as NASCAR's Vice
President of Marketing and Corporate Communications since December 1992 and as
the Company's Manager--Group Projects since February 1994.
Mr. Christy F. Harris, a director since 1984, has been engaged in the
private practice of business and commercial law with Harris, Midyette & Darby
P.A. for more than twenty years.
Mr. Raymond K. Mason, Jr., a director since 1981, had served as Chairman
and President of American Banks of Florida, Inc., Jacksonville, Florida, from
1978 until its sale in 1998.
Mr. Edward H. Rensi, a director since January 1997, is currently Chairman
& CEO of Team Rensi Motorsports. Mr Rensi was an executive consultant with
McDonald's Corporation from 1997 to 1998. He served as President and Chief
Executive Officer of McDonald's USA from 1991 until his retirement in 1997. He
is also a director of Snap-On Tools.
Mr. Lloyd E. Reuss, a director since January 1996, served as President of
General Motors Corporation from 1990 until his retirement in January 1993. Mr.
Reuss also serves as a director of Handleman Co., Detroit Mortgage and Realty,
Co. and United States Sugar Company.
Mr. Chapman Root, II, a director since 1992, has served as Chairman of
the Root Company, a private investment company, since 1989. Mr. Root also
serves as a director of First Financial Corp., and Terre Haute First National
Bank.
Mr. Thomas W. Staed, a director since 1987, is currently Chairman of
Staed Family Associates and had served as President of Oceans Eleven Resorts,
Inc., a hotel/motel business, from 1968 to 1999.
Certain Relationships and Related Transactions
NASCAR, which sanctions most of the Company's major racing events, is
controlled by William C. France and James C. France. Standard NASCAR sanction
agreements require racetrack operators to pay various monies to NASCAR for
each sanction event conducted. Included are sanction fees and prize and point
fund monies. The prize and point fund monies are distributed by NASCAR to
participants in the events. The aggregate NASCAR sanction fees and prize and
point fund monies paid by the Company with respect to fiscal 1997, 1998 and
1999 were $20.6 million, $28.8 million and $45.6 million, respectively.
In addition, NASCAR and the Company share a variety of expenses in the
ordinary course of business. NASCAR pays rent to the Company for office space
based upon estimated fair market lease rates for comparable facilities. NASCAR
also reimburses the Company for 50% of the compensation paid to personnel
working in the Company's legal and risk management departments, as well as 50%
of the compensation expense associated with receptionists and the Company's
archive departments. The Company's payments to NASCAR for MRN Radio's
broadcast rights to Craftsman Truck Series races represents an agreed-upon
percentage of the Company's advertising revenues attributable to such race
broadcasts. NASCAR's reimbursement for use of the Company's mail
5
room, graphics and publications departments, and the Company's reimbursement
of NASCAR for use of corporate aircraft, is based on actual usage. The
aggregate amount paid by the Company to NASCAR for shared expenses, net of the
amounts received from NASCAR for shared expenses, totaled approximately
$720,000, $160,000 and $356,000 during fiscal 1997, 1998 and 1999,
respectively. The Company strives to ensure, and management believes that, the
terms of the Company's transactions with NASCAR are no less favorable to the
Company than could be obtained in arms'-length negotiations.
J. Hyatt Brown, a director of the Company, serves as President and Chief
Executive Officer of Brown & Brown, Inc. ("Brown"). Brown has received
commissions for serving as the Company's insurance broker for several of the
Company's insurance policies, including its property and casualty policy,
certain employee benefit programs and the split-dollar arrangements
established for the benefit of William C. France, James C. France and their
respective spouses. The aggregate commissions received by Brown in connection
with Company policies were approximately $166,000, $240,000 and $185,000
during fiscal 1997, 1998 and 1999, respectively.
Pursuant to the merger agreement for the PMI acquisition the Company is
currently obligated to place three individuals designated by Penske
Performance, Inc. on its board of directors and to include such designees as
nominees recommended by the Company's board of directors at future elections
of directors by shareholders. Messrs. Roger S. Penske, Gregory W. Penske and
Walter P. Czarnecki are presently the designees of Penske Performance, Inc.
serving on the Company's board of directors. Penske Performance, Inc. is
wholly-owned by Penske Corporation which beneficially owns more than five
percent of the outstanding stock of the Company. Messrs. Penske, Penske and
Czarnecki are also officers and directors of Penske Performance, Inc. and
other Penske Corporation affiliates. Roger S. Penske beneficially owns a
majority of the voting stock of and controls Penske Corporation and its
affiliates. During fiscal 1999 subsequent to the PMI acquisition, Penske
Corporation provided the Company with certain executive and legal services at
a cost of approximately $313,000. Also, the Company, through certain
subsidiaries acquired in the PMI acquisition, sold admissions to the Company's
events, hospitality suite occupancy and related services, merchandise, apparel
and racing tires and accessories to Penske Corporation and its affiliates. In
fiscal 1999 subsequent to the PMI acquisition, Penske Corporation and its
affiliates paid approximately $759,000 for the aforementioned goods and
services. The Company has outstanding receivables and payables/accrued
expenses related to Penske Corporation and its affiliates of approximately
$186,000 and $433,000, respectively, at November 30, 1999.
All of the above transactions, payments and exchanges are considered
normal in the ordinary course of business. Transactions, payments and
exchanges similar to all of the above are planned during the Company's current
fiscal year.
On May 5, 1999, MSA and the former owners of Route 66 Raceway, LLC formed
a new company, Raceway Associates, which is owned 75% by MSA and 25% by the
former owners of the Route 66 Raceway, LLC (See Note 3 - - Equity
Investments). Route 66 Raceway, LLC owns the 240 acre Route 66 Raceway
motorsports complex located in Joliet, Illinois, approximately 35 miles from
downtown Chicago. As a result of this transaction the new Raceway Associates
now owns the Route 66 Raceway, LLC and the Route 66 Raceway motorsports
complex. Edward H. Rensi, a director of the Company, was one of the former
owners of the Route 66 Raceway, LLC. Mr. Rensi owned approximately 5.13% of
the Route 66 Raceway, LLC and as a result of the transaction now owns
approximately 1.28% of Raceway Associates.
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of Forms 3 and 4 and amendments thereto furnished to
the Company during the fiscal year ended November 30, 1999, Forms 5 and
amendments thereto furnished to the Company with respect to the fiscal year
ended November 30, 1999, and written representations furnished to the Company,
John R. Cooper, Christy F. Harris, Chapman J. Root, II, and Thomas W. Staed
have been identified as failing to file on a timely basis reports required by
section 16(a) of the Exchange Act during the fiscal year ended November 30,
1999. Each had one or more transactions reported on a single Form 4 for which
the Form 4 was filed late. Based solely on the review, there is no other
person who, at any time during the fiscal year, was a director, officer,
beneficial owner of more than ten percent of any class of the Company's
securities that failed to file on a timely basis reports required by section
16(a) of the Exchange Act during the fiscal year ended November 30, 1999.
6
Director Meetings and Committees
The Company's Board of Directors met six times during fiscal 1999. The
Company's Board of Directors has an Audit Committee, a Compensation Committee
and a Growth Strategy Committee.
The functions of the Audit Committee (which presently consists of
Messrs. Brown, Dyson and Mason) include (i) meeting with auditors to discuss
the scope, fees, timing and results of the annual audit, (ii) reviewing the
Company's consolidated financial statements, and (iii) performing other duties
deemed appropriate by the Board. The Audit Committee met once during fiscal
1999.
The functions of the Compensation Committee (which presently consists of
Messrs. Reuss, Root and Staed) include (i) reviewing existing compensation
levels of executive officers, (ii) making compensation recommendations to
management and the Board, and (iii) performing other duties deemed appropriate
by the Board. The Compensation Committee met five times during fiscal 1999.
The function of the Growth Strategy Committee (which presently consists
of all non-employee directors) is to monitor implementation of the Company's
announced growth strategies and advise management regarding such
implementation. The Growth Strategy Committee (and/or various sub-committees)
met five times during fiscal 1999.
During the last full fiscal year no director attended fewer than 75% of
the aggregate of (1) the total number of meetings of the board of directors
and (2) the total number of meetings held by all committees of the board on
which they served.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director Compensation
In 1999 the Company paid each non-employee director a monthly retainer
of $750, a $1,500 fee for each meeting of the Board of Directors attended and
a $750 fee for each Board committee meeting attended. The aggregate retainers
and fees paid to non-employee directors with respect to fiscal 1999 services
totaled approximately $192,000. Beginning in April 2000 the Company will pay
each non-employee director an annual retainer of $10,000, which the director
may elect to receive in cash, options to acquire Company stock, or a
combination of cash and options, plus each non-employee director will be
awarded an additional annual grant of options to acquire Company stock worth
approximately $20,500. Board Meeting fees and Committee Meeting fees will
continue at the same rate as before and will be paid in cash. The Company
also reimburses directors for all expenses incurred in connection with their
activities as directors.
Committee Report on Executive Officer Compensation
The Company's Executive Officer Compensation is overseen by the
Compensation Committee of the Board of Directors which is composed entirely of
independent directors.
Philosophy And Policies. Executive Officer Compensation is structured
and administered to offer competitive compensation based on the Executive
Officer's contribution and personal performance in support of the Company's
strategic plan and business mission.
In 1989, based upon recommendation of the Compensation Committee, the
Company retained TPF&C to perform a salary study to determine benchmark salary
ranges. TPF&C made recommendations to the Company concerning salary ranges and
a bonus structure. The recommendations were followed in establishing the
corporate compensation plan which is reviewed and reevaluated every year. As
part of the overall compensation plan the Company's Executive Officers are
grouped in structured pay grades based upon job responsibility and
description. Each grade has an established range for annual salary. The
salary ranges for each grade were originally established based upon the TPF&C
salary study and have been reevaluated and adjusted annually by the
Compensation Committee based upon changes in market conditions and Company
performance factors.
Corporate Performance Measures Used To Determine Executive Officer
Compensation. Based on Company performance (determined subjectively by the
Committee in accordance with the sound business judgment of its members after
consideration of earnings per share, revenue growth and established salary
ranges), the
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Committee established a total pool of dollars which was used to provide for
increases in annual salary compensation to all employees including the
Executive Officers other than the Chairman/CEO and President/COO. The
Compensation Committee recommended a proposed salary for the Chairman/CEO and
President/COO to the entire Board of Directors (other than the Chairman/CEO
and President/COO) which approved the salaries as recommended.
Salary Compensation. All other Executive Officers' annual salaries were
set by the Chairman/CEO and President/COO who were given the authority to set
all salaries other than their own so long as (1) the total pool of available
dollars allocated for annual salary compensation for Executive Officers was
not exceeded and (2) provided each Executive Officer's annual salary was
within the established range for the salary grade. In setting Executive
Officer salaries the Chairman/CEO and President/COO considered (1) Company
performance as measured against management goals approved by the Board of
Directors, (2) personal performance in support of Company goals as measured by
annual evaluation criteria, and (3) intangible factors and criteria such as
payments by competitors for similar positions although no particular weighting
of the factors or formula was used.
In recommending the annual salaries of the Chairman/CEO and
President/COO, the Committee considered similar criteria as well as the
Committee members' assessment of the Company's financial size and condition.
Incentive Compensation. The Company has an Annual Incentive
Compensation Plan for Management in which the Executive Officers participate.
As a result Executive Officer Compensation is significantly at risk.
Planned incentive compensation for Executive Officers can be as high as 55% of
total annual compensation.
Each Executive Officer is assigned a target bonus opportunity based on
corporate and personal goals for the year. The actual bonus for each
Executive Officer can range from 0% to more than 150% of the target depending
upon results of corporate and personal performance during the year. The
current corporate financial measurements are earnings per share, revenue
growth and operating margin. These may vary from year to year as established
by the Compensation Committee. Personal performance factors are based on
individual (functional) objectives and are tailored for each Executive
Officer. A portion of each Executive Officer's incentive award will be based
upon the Chairman/CEO and President/COO's discretionary judgment of the
individual's overall performance during the plan year.
The incentive compensation for the Chairman/CEO and President/COO is,
again, proposed by the Compensation Committee and presented to the full Board
of Directors for ratification.
Long Term Incentive Plan Compensation
1994 Long-term Incentive Plan. In 1993, based upon recommendation of
the Compensation Committee, the Company retained the HayGroup to assist in the
design of a long term incentive compensation plan for specified key employees,
which is known as the "International Speedway Corporation 1994 Long-Term
Incentive Plan" (the "1994 Plan"). The 1994 Plan was recommended by the
Compensation Committee of the Board of Directors, unanimously approved by all
outside directors and ratified by the entire Board of Directors on November
17, 1993. It was approved by the written consent of the holders of a majority
of the outstanding shares of the Company on the same date. The purpose of the
1994 Plan was to attract and retain qualified and competent executives by
providing significant opportunities for capital accumulation and to enhance
the growth and profitability of International Speedway Corporation (the
"Company") by focusing on long-term goals and creation of increases in
shareholder value. The 1994 Plan set aside restricted stock in the amount of
50,000 old pre 15-1 split shares of common stock for its implementation, which
were converted, on the 15-1 basis, into 750,000 shares of Class B Common
Stock. Awards of restricted shares of stock were assigned to officers and key
employees who were capable of having a significant impact on the performance
of the Company. The amount of shares for each initial participant was based
primarily on an analysis and recommendations by compensation specialists of
the HayGroup. Awards were granted based upon Company performance in fiscal
years 1994, 1995 and 1996. The ability to issue additional shares under the
1994 Plan expired after the grants based on fiscal 1996 results. The
restricted shares were granted to participants each year based upon the
Company's performance as measured against annual financial goals established
in advance by the Board of Directors. Several aspects of the 1994 Plan and its
implementation are subject to the discretion of the Compensation Committee.
The shares which were granted under the 1994 Plan are initially
restricted and do not immediately vest to the participant, but, instead carry
a continued employment restriction of 3 years on 50% of the grant and 5 years
on the other 50% of the grant. If employment ends prior to the expiration of
the vesting period for reasons acceptable
8
to the Compensation Committee (death, disability, retirement, etc.) the
Company may determine to vest all or a portion of the unvested and unearned
restricted shares. Termination of employment for any other reason will result
in forfeiture of all unvested and unearned shares.
Prior to vesting the participant may vote the shares and receive
dividends on the restricted shares as granted. Prior to vesting the
certificates for the restricted shares are held in escrow by the Company.
After vesting the certificates for the restricted shares will be delivered to
the participant. The Company has the right of first refusal to buy any stock
issued (and vested) under the 1994 Plan which any participant wishes to sell.
1996 Long-term Incentive Plan. The Company's 1996 Long-term Incentive
Plan (the "1996 Plan") was adopted by the Board of Directors in September
1996. The purpose of the 1996 Plan is to attract and retain key employees and
consultants of the Company, to provide an incentive for them to achieve
long-range performance goals, and to enable them to participate in the
long-term growth of the Company.
The 1996 Plan authorizes the grant of stock options (incentive and
nonstatutory), stock appreciation rights ("SARs") and restricted stock to
employees and consultants of the Company capable of contributing to the
Company's performance. The Company has reserved an aggregate of 1,000,000
shares (subject to adjustment for stock splits and similar capital changes) of
Class A Common Stock for grants under the 1996 Plan. Incentive Stock Options
may be granted only to employees eligible to receive them under the Internal
Revenue Code of 1996, as amended.
The Board of Directors has designated the Compensation Committee (the
"Committee") to administer the 1996 Plan. Awards under the 1996 Plan will
contain such terms and conditions consistent with the 1996 Plan as the
Committee in its discretion approves.
The Committee has discretion to administer the 1996 Plan in the manner
which it determines, from time to time, is in the best interest of the
Company. For example, the Committee will fix the terms of stock options, SARs
and restricted stock grants and determine whether, in the case of options and
SARs, they may be exercised immediately or at a later date or dates. Awards
may also be granted subject to conditions relating to continued employment and
restrictions on transfer. In addition, the Committee may provide, at the time
an award is made or at any time thereafter, for the acceleration of a
participant's rights or cash settlement upon a change in control of the
Company. The terms and conditions of awards need not be the same for each
participant. The foregoing examples illustrate, but do not limit, the manner
in which the Committee may exercise its authority in administering the 1996
Plan. In addition, all questions of interpretation of the 1996 Plan will be
determined by the Committee. Awards under the 1996 Plan were made in April
1998 and 1999, based upon fiscal 1997 and 1998 results. The amount of the
awards was based upon the Company's performance as measured against annual
financial goals established in advance by the Board of Directors. These awards
were restricted shares of Class A Common Stock and are initially restricted
and will not immediately vest to the participant, but, instead carry a
continued employment restriction of 3 years on 50% of the grant and 5 years on
the other 50% of the grant. If employment ends prior to the expiration of the
vesting period for reasons acceptable to the Compensation Committee (death,
disability, retirement, etc.) the Company may determine to vest all or a
portion of the unvested and unearned restricted shares. Termination of
employment for any other reason will result in forfeiture of all unvested and
unearned shares. Awards under the 1996 Plan are to be made in April 2000,
based upon fiscal 1999 results and will carry restrictions equivalent to those
imposed on the awards in 1998 and 1999.
Prior to vesting the participant may vote the shares and receive
dividends on the restricted shares as granted. Prior to vesting the
certificates for the restricted shares will be held in escrow by the Company.
After vesting the certificates for the restricted shares will be delivered to
the participant. The Company has the right of first refusal to buy any stock
issued (and vested) under the 1996 Plan which any participant wishes to sell.
Collateral Assignment Split-dollar Insurance
In October 1995, based upon evaluation and recommendation of the
Compensation Committee, the Company entered into collateral assignment split-
dollar insurance agreements covering the lives of the Chairman/CEO, the
President/COO and their respective spouses. Pursuant to the agreements, the
Company will advance annual premiums of approximately $1,205,000 each year for
a period of eight years. Upon surrender of the policies or payment of the
death benefits thereunder, the Company is entitled to the repayment of an
amount equal to the cumulative premiums paid by the Company. Although
Securities and Exchange Commission (SEC) rules
9
require disclosure of the entire premium advanced by the Company in the
Summary Compensation Table, the Compensation Committee determined the
compensation aspect of the plan was actually less than the total premium
because of the repayment requirement and represented reasonable and
appropriate compensation to the covered executives, when considered in light
of their total compensation package.
Chairman/CEO Compensation Bases. The Compensation Committee determined a
11% increase in Chairman/CEO compensation was appropriate in light of the
continued growth in earnings per share in 1998.
Thomas W. Staed
Chapman J. Root, II
Lloyd E. Reuss
EXECUTIVE COMPENSATION
The following table sets forth the total compensation paid by the
Company, for services rendered during the last three fiscal years, to the
Company's Chief Executive Officer and the Company's other four most highly
compensated executive officers during fiscal 1999 (collectively the "Named
Officers").
Summary Compensation Table
Long Term
Annual Compensation Compensation
----------------------------- -------------
Name and Fiscal Restricted All Other
Principal Position Year Salary Bonus (3) Stock Awards(1) Compensation(2)
- ------------------- ----------------------------- -------------- ------ ---------
William C. France 1999 $423,485 $393,083 $ 0 $768,920
Chairman and Chief 1998 $380,513 $153,622 $ 0 $774,441
Executive Officer 1997 $330,538 $150,282 $ 0 $769,351
James C. France 1999 $383,025 $316,909 $ 0 $472,183
President and Chief 1998 $341,342 $111,168 $ 0 $477,319
Operating Officer 1997 $264,644 $ 96,231 $ 0 $474,575
Lesa D. Kennedy 1999 $232,940 $197,634 $174,972 $ 11,122
Executive Vice 1998 $222,977 $ 71,295 $121,000 $ 9,559
President 1997 $213,488 $ 75,837 $372,398 $ 8,355
H. Lee Combs 1999 $227,967 $179,727 $174,972 $ 14,377
Sr Vice President 1998 $218,161 $ 70,018 $121,000 $ 13,156
Corporate Development 1997 $208,335 $ 69,672 $372,398 $ 12,373
John R. Saunders 1999 $191,178 $153,958 $ 93,157 $ 13,470
Sr Vice President 1998 $158,336 $ 40,320 $ 64,406 $ 12,675
Operations 1997 $ 93,392 $ 14,009 $ 77,152 $ 5,880
(1) For fiscal year 1997, reflects the aggregate market value of shares
awarded under the Company's 1994 Long-Term Incentive Plan (calculated as
of the date of the award). The indicated awards were made in January
1997 with respect to services rendered in fiscal year 1996. For fiscal
years after 1997, reflects the aggregate market value of shares awarded
under the Company's 1996 Long-Term Incentive Plan (calculated as of the
date of the award). The indicated awards were made in April with
respect to services rendered in the prior fiscal year.
(2) The compensation reported in this column consists of (i) payments for
insurance, including premium payments and related expense for
split-dollar and other life insurance, accidental death and
dismemberment insurance, group health insurance, and long and short term
disability insurance, (ii) medical expense reimbursements, and (iii)
contributions to the Company's 401(k) plan. The amounts applicable to
each Named Officer for each category for fiscal 1999 are as follows:
William C. France ($764,966, $3,954 and $0, respectively); James C.
France ($464,293, $1,490 and $6,400, respectively); Lesa D. Kennedy
($4,722, $0 and $6,400, respectively); H. Lee Combs ($4,693, $3,284 and
$6,400, respectively); and John R. Saunders ($4,362, $2,708 and $6,400,
respectively). Pursuant to the Company's split-dollar life insurance
arrangements, the premiums will be repaid to the Company in future
periods.
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PERFORMANCE GRAPH
The rules of the Securities and Exchange Commission ("SEC") require the
Company to provide a line graph covering at least the last five fiscal years
and comparing the yearly percentage change in the Company's total shareholder
return on common stock with the cumulative total return of a broad equity
index assuming reinvestment of dividends and the cumulative total return,
assuming reinvestment of dividends, of a published industry or
line-of-business index; peer issuers selected in good faith; or issuers with
similar market capitalization. The graph below compares the cumulative total
five year return of the Company's common stock (upon the assumption that an
original $100 investment was made in pre-split common stock which
automatically converted to Class B Common Stock on November 4, 1996) with that
of the NASDAQ Stock Market Index (U.S. Companies) and with the 40 NASDAQ
issues (U.S. companies) listed in SIC codes 7900-7999, which encompasses
service businesses in the amusement, sports and recreation industry, which
includes indoor operations which are not subject to the impact of weather on
operations and pari-mutual and other wagering operations. The Company conducts
large outdoor sporting and entertainment events which are subject to the
impact of weather, and is not involved in pari-mutual or other wagering. The
stock price shown has been estimated from the high and low prices for each
quarter for which the close is not available. Because of the unique nature of
the Company's business and the fact that only short-term public information is
available concerning a limited number of companies involved in the same line
of business, and no public information is available concerning other companies
in that line of business, the Company does not believe that the information
presented below is meaningful.
COMPARISON OF FIVE YEAR CUMULATIVE RETURN AMONG
INTERNATIONAL SPEEDWAY CORP., NASDAQ Stock Market Index and NASDAQ SIC 7900
Index
[The line graph on the information statement furnished to shareholders depicts
the plotting of the following information.]
Measurement Period ISC NASDAQ NASDAQ
(Fiscal Year Covered) Market SIC 7900
Index Index
Measurement Pt - 11/30/94 $100.00 $100.00 $100.00
FYE* 11/30/95 $239.42 $142.53 $ 80.68
FYE* 11/30/96 $300.07 $174.58 $ 72.04
FYE 11/30/97 $308.36 $216.34 $ 92.24
FYE 11/30/98 $518.73 $266.60 $ 81.42
FYE 11/30/99 $960.42 $447.56 $126.55
* Adjusted to reflect current fiscal year end for comparability purposes.
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INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors intends to appoint Ernst & Young LLP, independent
certified public accountants, as auditors for the fiscal year ending November
30, 2000. Ernst & Young LLP, and its predecessors have served as the
Company's auditors since 1966. Representatives of Ernst & Young LLP, will be
present at the Annual Meeting of Shareholders with the opportunity to make a
statement, if they so desire, and will be available to respond to appropriate
questions from shareholders.
VOTING PROCEDURE
With respect to the election of directors, the person receiving a
plurality of the votes cast by shares entitled to vote for the position being
filled shall be elected. Management knows of no other items to come before
the meeting other than those state above. On any other item which should come
before the meeting the matter shall be decided by a majority of the votes cast
by shares entitled to vote at the meeting.
In advance of the meeting the Company will appoint one or more
inspectors of election or judges of the vote, as the case may be, to act at
the meeting or any adjournment thereof. In case any person who may be
appointed as an inspector or judge fails to appear or act, the vacancy may be
filled at the meeting by the person presiding. The inspectors or judges, if
any, shall determine the number of shares of stock outstanding and the voting
power of each, the shares of stock represented at the meeting, the existence
of a quorum, the validity and effect of proxies, and shall receive votes,
ballots and consents, hear and determine all challenges and questions arising
in connection with the right to vote, count and tabulate votes, ballots and
consents, determine the result, and do such acts as are proper to conduct the
election or vote with fairness to all shareholders. On request of the person
presiding at the meeting, the inspector or inspectors or judge or judges, if
any, shall make a report in writing of any challenge, question or matter
determined by him or them, and execute a certificate of any fact found by him
or them.
Dissenters' Right of Appraisal
Management does not anticipate that any matter will be acted upon at the
meeting which would give rise to rights of appraisal or similar rights of
dissenters.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and in accordance therewith files reports, information statements and
other information with the SEC. Such reports, information statements and
other information filed by the Company can be inspected and copied (at
prescribed rates) at the public reference facilities maintained by the SEC at
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at the SEC's
regional office located at Seven World Trade Center, 13th Floor, New York, New
York 10048 and at Northwest Atrium Center, 500 W. Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 The SEC maintains a World Wide Web site on the
Internet at http://www.sec.gov that contains reports, proxy and information
statements and other information filed electronically with the SEC.
By Order of the Board of Directors
/s/ W. Garrett Crotty
W. Garrett Crotty
Vice President, Secretary and
General Counsel
March 10, 2000
12