SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): AUGUST 8, 1997
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-11837 95-2945353
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
3000 PACIFIC AVENUE, LONG BEACH, CALIFORNIA 90806
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (562) 981-2600
No Change
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
On August 8, 1997, Grand Prix Association of Long Beach, Inc. (the
"Company") entered into separate Stock Purchase Agreements (the "Stock Purchase
Agreements") with each of Midwest Facility Investments, Inc., a wholly owned
subsidiary of International Speedway Corporation ("MFI"), and Penske
Motorsports, Inc. ("PMI"), for the purchase by each of them of 315,000 shares
(the "Shares") of the Company's unregistered common stock, no par value (the
"Common Stock"), for a purchase price of $12.34 per share. After the sale is
completed, MFI and PMI will each own approximately 7.2% of the Company's
outstanding shares of Common Stock.
As part of the Stock Purchase Agreements, the Company granted MFI and PMI
certain preemptive rights, agreed to cause the size of the Company's board of
directors (the "Board") to be increased by two and to use its reasonable efforts
to cause one nominee of MFI and one nominee of PMI to each be elected to the
Board to fill the new positions. MFI and PMI agreed not to, without Board
approval, (a) purchase any shares of the Company's equity securities, (b)
conduct a proxy contest to obtain control of the Board or (c) enter into any
non-market transaction to sell the Company's Common Stock to anyone who does not
agree to be bound by the standstill provisions contained in the Stock Purchase
Agreements, except they may each purchase up to 5% of the Company's outstanding
Common Stock (in certain cases, such amount may be increased to an aggregate
individual ownership for MFI or PMI, as applicable, of 20.5% if MFI or PMI, as
applicable, acquires certain shares of Common Stock pursuant to the Right of
First Refusal Agreement (as defined below)), and purchase shares of Common Stock
from other shareholders who are subject to the Right of First Refusal Agreement.
The standstill provisions expire (a) upon the earlier of (i) six years or (ii)
the date Christopher R. Pook ceases to serve as Chief Executive Officer unless a
successor approved by MFI and PMI have been appointed within 120 days, (b) if
the Company enters into a merger, asset purchase, business combination or
similar agreement pursuant to which the Company's shareholders would own less
than 50% of the surviving corporation or (c) a tender offer or exchange offer
commences for the Company's equity. The terms of the Stock Purchase Agreement
call for the Company to use the proceeds from this transaction to fund capital
expenditures intended to enhance the Company's ability to promote additionally
sanctioned motorsports events at its Millington, Tennessee and/or Madison,
Illinois facilities.
Concurrently therewith, the Company entered into separate Registration
Rights Agreements with MFI and PMI pursuant to which the Company agreed, for a
period of three years, to grant MFI and PMI certain "piggyback" registration
rights. In addition, the Company has also agreed, subject to certain
exceptions, to file a registration statement covering the Shares not later than
June 30, 1998 and has agreed, subject to certain exceptions, to use its
reasonable best efforts to cause such registration statement to be declared
effective as soon as practicable thereafter and to be maintained effective for
at least two years.
As part of the foregoing transaction MFI, PMI and certain shareholders of
the Company (the "Certain Shareholders"), which shareholders collectively
beneficially own approximately
2
38% of Company's outstanding shares of Common Stock on a fully diluted basis and
after giving effect to the sale of Common Stock pursuant to the Stock Purchase
Agreements, entered into a Right of First Refusal Agreement (the "Right of First
Refusal Agreement"). Pursuant to the Right of First Refusal Agreement, MFI, PMI
and the Certain Shareholders granted to each other a right of first refusal on
the sale or transfer of their respective shares of Common Stock, subject to
certain exceptions, for a period terminating on the earlier of (a) six years
from the date of the Right of First Refusal Agreement or, (b) with respect to
each of MFI and PMI, the date it ceases to own at least 80% of the shares of
Common Stock it acquired pursuant to its respective Stock Purchase Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Exhibits.
Exhibit Number Description of Exhibit Filing Status
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10.32 Stock Purchase Agreement, dated filed herewith
August 8, 1997, between Midwest Facility
Investments, Inc. and Grand Prix
Association of Long Beach, Inc.
10.33 Registration Rights Agreement, dated filed herewith
August 8, 1997, between Grand Prix
Association of Long Beach, Inc. and
Midwest Facility Investments, Inc.
10.34 Stock Purchase Agreement, dated filed herewith
August 8, 1997, between Penske
Motorsports, Inc. and Grand Prix
Association of Long Beach, Inc.
10.35 Registration Rights Agreement, dated filed herewith
August 8, 1997, between Grand Prix
Association of Long Beach, Inc. and
Penske Motorsports, Inc.
10.36 Right of First Refusal Agreement, dated filed herewith
August 8, 1997, between Midwest Facility
Investments, Inc, Penske Motorsports, Inc.
and various shareholders
99.4 Press Release dated August 8, 1997 filed herewith
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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: September 11, 1997.
By: /s/ Christopher R. Pook
-----------------------
Christopher R. Pook
President and Chief Executive Officer
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