-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N5UPtTuLKyy8RrHov48f6y9DKuPS/7t1i89BLUwiNDPimuVyuOVmNDsFulmx/T0g gkkXFgeFCig5z0aXoZZvag== 0000906280-99-000236.txt : 19991022 0000906280-99-000236.hdr.sgml : 19991022 ACCESSION NUMBER: 0000906280-99-000236 CONFORMED SUBMISSION TYPE: PREC14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991021 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PACER TECHNOLOGY CENTRAL INDEX KEY: 0000275866 STANDARD INDUSTRIAL CLASSIFICATION: ADHESIVES & SEALANTS [2891] IRS NUMBER: 770080305 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: PREC14A SEC ACT: SEC FILE NUMBER: 000-08864 FILM NUMBER: 99731854 BUSINESS ADDRESS: STREET 1: 9420 SANTA ANITA AVE CITY: RANCHO CUCAMONGA STATE: CA ZIP: 91730-6117 BUSINESS PHONE: 9099870550 MAIL ADDRESS: STREET 2: 9420 SANTA ANITA AVE CITY: RACHO CUCAMONGA STATE: CA ZIP: 91730 FORMER COMPANY: FORMER CONFORMED NAME: PACER TECHNOLOGY & RESOURCES INC DATE OF NAME CHANGE: 19841203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PACER TECHNOLOGY SHAREHOLDERS COMMITTEE CENTRAL INDEX KEY: 0001097276 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: PREC14A BUSINESS ADDRESS: STREET 1: 16101 LA GRANDE DRIVE SUITE 100 CITY: LITTLE ROCK STATE: AR ZIP: 72211 BUSINESS PHONE: 5018216800 MAIL ADDRESS: STREET 1: 16101 LA GRANDE DRIVE SUITE 100 CITY: LITTLE ROICK STATE: AR ZIP: 72211 PREC14A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION _______________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by Registrant __ Filed by a party other than the Registrant X Check the appropriate box: X Preliminary Proxy Statement __ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) __ Definitive Proxy Statement __ Definitive Additional Materials __ Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 PACER TECHNOLOGY (Name of Registrant as Specified in its Charter) PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE (Name of Person Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): X No fee required __ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0- 11. (1) Title of each class of securities to which the transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of the transaction: (5) Total fee paid: __ Fee paid previously with preliminary materials. __ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount previously paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE 16101 LAGRANDE DRIVE, SUITE 100 LITTLE ROCK, AR 72223 ____________, 1999 Dear Fellow Shareholders: As shareholders of Pacer Technology (the "Company"), we are dissatisfied with the Company's share price performance in recent years. We have formed the Pacer Technology Shareholder's Committee (the "Committee") to nominate six persons for election as directors of the Company. The persons we have nominated for election as directors are: D. John Merriman and Geoffrey Tirman, two current directors of the Company, James T. Munn, the former President and Chief Executive Officer of the Company, Howard J. Bloom, a former Vice President of the Company, Allen D. Barnes and Claude M. Ballard. Each of these nominees is committed to electing Mr. Tirman as Chairman of the Board. We believe Mr. Tirman possesses the managerial and relationship skills necessary to improve the Company's financial and operational performance and increase shareholder value. We believe that current directors are determined to continue managing the Company without regard to the best interests of the shareholders. To enable us to vote your shares for our director nominees, PLEASE MARK, SIGN, DATE, AND RETURN THE ENCLOSED GREEN PROXY CARD IN THE ENVELOPE PROVIDED. If you have already returned the proxy card sent to you by the Company, you may revoke that proxy and vote for our nominees by marking, signing, dating, and mailing a later dated GREEN proxy card. Sincerely, THE PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE _______________________________ _______________________________ D. John Merriman James T. Munn _______________________________ _______________________________ Geoffrey Tirman Roberto J. Cavasos, Jr. _______________________________ _______________________________ Howard J. Bloom Mac Van Horn Talisman Capital Opportunity Fund Ltd. The Miller Family Partnership By: Talisman Capital Opportunity Inc., By: ___________________________ Its Investment Manager Name: Title: By: ___________________________ Name: Title: 1999 ANNUAL MEETING OF STOCKHOLDERS OF PACER TECHNOLOGY PROXY STATEMENT OF THE PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE IN OPPOSITION TO THE BOARD OF DIRECTORS OF PACER TECHNOLOGY GENERAL As shareholders of Pacer Technology (the "Company"), we are dissatisfied with the Company's share price performance in recent years. We have formed the Pacer Technology Shareholder's Committee (the "Committee") to nominate six persons for election as directors of the Company. This Proxy Statement and the accompanying GREEN proxy card are being furnished in connection with the solicitation of proxies by the Committee to be voted at the Annual Meeting of the Company to be held on November 16, 1999, and at any adjournments, postponements, or reschedulings thereof (the "Annual Meeting"). At the Annual Meeting, six directors of the Company will each be elected for a one-year term or until the election and qualification of each of their successors. The Committee is soliciting your proxy in support of the election of the Committee's six nominees named herein (the "Committee Nominees") as directors of the Company. The proxy statement and proxy card are first being mailed to the stockholders of the Company on or about __________, 1999. The principal office of the lead shareholder of the Committee is located at 16101 LaGrande Drive, Suite 100, Little Rock, Arkansas 72223. The principal office of the Company is located at 9420 Santa Anita Avenue, Rancho Cucamonga, California 91730. IMPORTANT At the Annual Meeting, the Committee seeks to elect the six Committee Nominees as Directors of the Company. YOUR VOTE IS IMPORTANT, NO MATTER HOW MANY OR HOW FEW SHARES YOU OWN. THE COMMITTEE URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED GREEN PROXY CARD TO VOTE FOR ELECTION OF THE COMMITTEE NOMINEES. A VOTE FOR THE COMMITTEE NOMINEES WILL ENABLE YOU-AS THE OWNERS OF THE COMPANY-TO ELECT DIRECTORS WHO POSSESS THE MANAGERIAL AND RELATIONSHIP SKILLS NECESSARY TO IMPROVE THE COMPANY'S FINANCIAL AND OPERATIONAL PERFORMANCE AND INCREASE SHAREHOLDER VALUE. THE COMMITTEE URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE COMPANY. If you have already done so, you may revoke your proxy by delivering a written notice of revocation or a later dated proxy for the Annual Meeting to D.F. King & Co., Inc., or to the Secretary of Pacer Technology or by voting in person at the Annual Meeting. ONLY YOUR LATEST DATED PROXY WILL COUNT AT THE ANNUAL MEETING. See "Voting and Proxy Procedures" below. If your Shares are registered in your own name, please mark, sign and date the enclosed GREEN proxy card and return it to the Pacer Technology Shareholder's Committee, c/o D.F. King & Co., Inc. in the enclosed envelope in time to be voted at the Annual Meeting. If any of your Shares are held in the name of a brokerage firm, bank, bank nominee or other institution on the record date, only it can vote such Pacer shares and only upon receipt of your specific instructions. Accordingly, please contact the person responsible for your account and instruct that person to execute on your behalf the GREEN proxy card. The Committee urges you to confirm your instructions in writing to the person responsible for your account and to provide a copy of such instructions to D.F. King & Co., Inc. at the address indicated below: D.F. KING & CO., INC. 77 WATER STREET NEW YORK, NEW YORK 10005 CALL TOLL-FREE (800) 207-2872 BROKERS AND BANKS, PLEASE CALL (212) 269-5550 VOTING AND PROXY PROCEDURES The Company's Board of Directors has fixed the close of business on September 27, 1999 as the record date (the "Record Date") for determining the stockholders of the Company entitled to vote at the Annual Meeting and any adjournment thereof. According to the Company, as of the Record Date, the Company had outstanding 16,840,975 shares of common stock, no par value per share (the "Common Stock"). Each share of Common Stock is entitled to one vote with respect to each matter to be voted on at the Annual Meeting, except with respect to the election of directors where votes may be cumulated as described under "Election of Directors." According to the Company's bylaws, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the election of directors. Shares represented by the enclosed GREEN proxy card will be voted as specified. If no specification is made, shares represented by the enclosed GREEN proxy card will be voted for the election of the Committee Nominees as directors of the Company. An executed proxy may be revoked either by a later-dated proxy concerning the same matters, by voting in person at the Annual Meeting, or by giving notice of revocation in writing to the Secretary of the Company. The Committee knows of no other business to be presented at the Annual Meeting, but if other matters do properly come before the Annual Meeting, the persons named in the enclosed Proxy will use their discretion to vote on such matters in accordance with their best judgment. IF YOU OWN YOUR SHARES IN THE NAME OF A BROKERAGE FIRM, BANK NOMINEE OR OTHER INSTITUTION, THEY CANNOT VOTE YOUR SHARES OF COMMON STOCK UNTIL THE BROKER OR BANKER RECEIVES SPECIFIC INSTRUCTIONS FROM YOU. ACCORDINGLY, YOU SHOULD CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT TO MAKE SURE THAT A PROXY IS EXECUTED FOR YOUR COMPANY COMMON STOCK ON THE GREEN PROXY CARD. REASONS FOR THIS SOLICITATION INTRODUCTION As shareholders of the Company, the Committee is dissatisfied with the Company's share price performance in recent years. The Company's stock has significantly under performed both the Standard & Poor's ("S&P") 500 Stock Index and the S&P Chemical Index. The Committee believes that the directors and certain members of management of the Company need to be replaced to maximize shareholder value, improve earnings, and restore analysts' confidence in the Company. GENERAL PERFORMANCE AND OPERATIONAL PROBLEMS OF THE COMPANY The Board of Directors of the Company has been led by the same Chairman and his handpicked board members since the early 1980s and the Company reported continuous losses through 1986. Since 1986, the Company benefited from a strong management team that grew the Company significantly in both sales and earnings for 12 straight years. Unfortunately, the operating success of the Company has not been reflected in the share price. FROM 1995 TO 1999, UNDER THE LEADERSHIP OF MR. MUNN, THE COMPANY'S SALES GREW FROM APPROXIMATELY $20.5 MILLION TO $46.0 MILLION, OR OVER 120%. OVER THAT SAME TIME PERIOD, HOWEVER, AS IS INDICATED IN THE PERFORMANCE GRAPH INCLUDED IN THE COMPANY'S PROXY STATEMENT, YOU HAVE RECEIVED A TOTAL RETURN ON YOUR INVESTMENT IN THE COMPANY COMMON STOCK OF LESS THAN 10%. IN FACT, FROM JUNE 2, 1994 THROUGH SEPTEMBER 30, 1999, THE VALUE OF THE COMMON STOCK ACTUALLY DECREASED MORE THAN 20%. THE INCUMBENT CHAIRMAN OF THE BOARD AND SELECTED OUTSIDE MEMBERS MANAGED TO DILUTE THE INTERESTS OF ALL OTHER SHAREHOLDERS BY GRANTING THEMSELVES MILLIONS OF WARRANTS AND OPTIONS. FURTHERMORE, THEY CONTINUOUSLY SOLD SHARES IN THE OPEN MARKET THEREBY REAPING HUGE FINANCIAL REWARDS FOR THEMSELVES WHILE UNDERMINING THE CONFIDENCE OF PROSPECTIVE INVESTORS AND SHAREHOLDERS IN THE COMPANY'S STOCK. FROM 1985 THROUGH 1997, DR. HOCKIN SOLD A TOTAL OF 1,446,954 SHARES OF THE COMPANY'S COMMON STOCK. IN ADDITION, AS IS DISCLOSED IN THE COMPANY'S PROXY STATEMENT, THE COMPANY LOANED HIM OVER $400,000 TO ENABLE HIM TO EXERCISE OPTIONS AND SELL SHARES OF COMMON STOCK, AT AN INTEREST RATE LOWER THAN THE INTEREST RATE THE COMPANY WAS BEING CHARGED FOR ITS OWN BANK CREDIT FACILITIES. The incumbent board can also take credit for the following: * Failing to provide management with appropriate direction and strategy for the Company to enhance the value of the Common Stock. * Failing to pursue opportunities that could have provided substantial value to the Company's shareholders. You should know that in 1998 the Board of Directors summarily rejected a $1.95 per share offer for all of the Company's shares when the Common Stock was trading at approximately $1.25 to $1.35 per share. This financial opportunity would have represented a premium to you of between 48% and 56% per share. THE COMMITTEE'S PLANS FOR THE COMPANY The Committee is concerned with the poor performance of the Company's Common Stock, and has advised the Board of Directors of its concerns and informed it that it expects the Board to undertake measures that will ensure the Company's true value is reflected in its share price. The Committee was formed because the members believe it is now time to restructure the Board with members who hold the interests of all shareholders first and foremost. Messrs. Merriman and Tirman, who have served as directors of the Company since June 1999, have recognized the problems with the current Board and have agreed to serve as Committee Nominees. The Committee believes that these two current Board members, together with Messrs. Munn and Bloom, two former executive officers of the Company who have expressed dissatisfaction with prior Board functioning, will provide continuity that can enhance an effective implementation of a strategic plan to maximize shareholder value. Moreover, the Company's Board will benefit from the addition of Messrs. Barnes and Ballard, both of whom are experienced in financial and business matters. The Committee Nominees would, if elected, consider the following measures: (1) Consider and develop strategic policies and proposals intended to enhance shareholder value in the long or short term including, without limitation, * divest non-core business activities and product lines to enable the Company to focus its efforts on its core competencies * focus on higher margin products to increase operating and net margins * increase operating cash flow * pursue roll-up or growth acquisition strategy for other privately owned businesses operating in similar businesses to the Company's core businesses * reduce the number of shares outstanding through a share repurchase program (2) Engage advisors to advise and assist the board of directors, which advisors may include, among others, an investment banking firm that will pursue strategic combinations for the Company; (3) Retain most current members of senior management, and make such changes as are necessary to take advantage of available opportunities and to meet challenges in order to keep pace with changes in the industries that the Company serves; and (4) Utilize the Company's resources in a more efficient manner in an effort to grow the Company's earnings per share to match its growth in net revenues. The objective of the Committee Nominees is to engage in these and other similar activities in an effort to increase the Company's stock price. Their primary focus will be to increase the per share price of the Common Stock out of the $1.00 to $1.50 range at which it has been trading for the last ten years. The Committee believes that a more focused effort on operating results, including top-line growth and operating margin expansion, coupled with a reduced number of outstanding shares will lead to a significantly higher stock price. ELECTION OF DIRECTORS GENERAL The Company's bylaws provide that the Board of Directors be comprised of at least three and not more than nine members as determined by the Board of Directors. According to publicly available information, the number of Directors is currently set at six, all of whose terms will expire at the Annual Meeting. The Committee has nominated the Committee Nominees to fill the six director positions which will expire at the Annual Meeting. The Committee Nominees are listed below and have furnished the following information concerning their principal occupations and certain other matters. Each Committee Nominee, if elected, would hold office until the 2000 Annual Meeting of Stockholders or until his or her successor has been elected and qualified. Although the Committee has no reason to believe that any of the Committee Nominees will be unable to serve as Directors, if any one or more of the Committee Nominees are not available for election, the proxies will be voted for the election of such other nominees as may be proposed by the Committee. CUMULATIVE VOTING In the election of directors, each shareholder has the following rights: (i) to vote the number of shares owned by the shareholder for as many persons as there are directors to be elected and for whose election the shareholder has a right to vote or (ii) to cumulate the shareholder's votes. Cumulation of votes means that each shareholder has a number of votes equal to the number of shares owned by the shareholder multiplied by the number of directors to be elected, and a shareholder may cumulate such votes for a single candidate or distribute such votes among as many candidates as the shareholder deems appropriate. Under California law, a shareholder may cumulate votes only for a candidate or candidates whose names have been placed in nomination prior to the voting, and only if the shareholder has given notice at the Meeting prior to the voting of the shareholder's intention to cumulate votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for the candidates in nomination. The proxy accompanying this Proxy Statement grants discretionary authority to cumulate votes to the extent necessary to ensure that all of the Committee Designees are elected. Votes against a candidate and votes withheld have no legal effect. The director nominees receiving the greatest number of votes at the Meeting will be elected to the Board of the Company. Abstentions and broker non- votes will not be taken into account in determining the outcome of the election. The Committee members intend to give notice to the Company of their intent to cumulate their votes to the extent necessary to ensure that all of the Committee Nominees are elected. THE COMMITTEE NOMINEES Certain information with respect to Committee Nominees is as follows: D. Jonathan Merriman, 39, has served as Managing Director and Head of the Equity Capital Markets Group of First Security Van Kasper, San Francisco, California, an investment banking firm, since 1998. Prior to that, he served as Managing Director and Head of Capital Markets at the Seidler Companies, Los Angeles, California, an investment banking firm, from 1997 to 1998 and as Director of Equities for Dabney/Resnick/Imperial, LLC, Beverly Hills, California, an investment banking firm, from 1994 to 1997. Mr. Merriman has served as a director of the Company since June 22, 1999 and also serves as a director of Brio Industries, Inc. Mr. Merriman's business address is 600 California Street, Suite 1700, San Francisco, CA 94108. Geoffrey Tirman, 35, has served as President of Talisman Capital Inc. and Talisman Capital Opportunity Inc., Little Rock, Arkansas since 1997. These corporations serve as the investment manager of Talisman Capital Ltd. and Talisman Capital Opportunity Fund Ltd., respectively, which are British Virgin Islands investment companies. Prior to that, from 1994 to 1997 he was Senior Vice President of Everest Capital Ltd., Hamilton, Bermuda, an investment company, and from 1993 to 1994 he served as Vice President of Everest Capital Ltd. Mr. Tirman has served as a director of the Company since June 22, 1999 and also serves Chairman of the Board of Environmental Remediation Holding Corporation and as Vice Chairman of China Web, Ltd. Mr. Tirman's business address is 16101 LaGrande Drive, Suite 100, Little Rock, AR 72223. Allen D. Barnes, 39, has served as President and Chief Executive Officer of PAC ONE, Inc. a flexible packaging manufacturer, since 1988. From 1987 to 1988 he served as president of GNC Acquisition Corporation, a company formed to evaluate and purchase manufacturing operations. Prior to that, he served as Vice President of Capital Services, Inc. and Financial Guaranty Corporation, investment banking firms based in Atlanta, Georgia, and prior to that served as assistant secretary for Irving Trust Company, New York. Mr. Barnes also serves on the board of Innoflex, Inc. Mr. Barnes' business address is 1633 Mount Vernon Road, Atlanta, GA 30338. James T. Munn, 60, served as President and Chief Executive Officer of the Company from September 1986 until March 1999. Mr. Munn's address is 666 W. 21st St., Upland, CA 91784. Howard J. Bloom, 65, served as Vice President of the Company from June 1998 until June 1999. Prior to that, he served as Director of Operations of the Company for more than the previous five years. Mr. Bloom currently manages private investments and his address is 25162 Campina Drive, Mission Viejo, CA 92691. Claude M. Ballard, 70, has been a Senior Consultant and shareholder of Goldman, Sachs & Company since 1988 and prior to that was a general partner of Goldman Sachs & Company since 1981. He also serves on the boards of Bedford Property Investors, CBL and Associates, Taubman Center, Inc., and The Mony Group, and is the Chairman of Merit Equity Investors. Mr. Ballard's business address is 7 St. John's Place, Little Rock, AR 72207. For information regarding the compensation paid by the Company to Messrs. Munn and Bloom for the last three fiscal years, see the Company's proxy statement. For information regarding compensation paid to non- employee directors of the Company, see the Company's proxy statement. However, both Mr. Merriman and Tirman waived their director's fees during the last fiscal year. The Committee Nominees will receive director's fees upon their election to the Company's Board in accordance with the Company's practice at the time. The Committee recommends that the shareholders vote FOR all of the foregoing Committee Nominees. Two of the Committee Nominees, Messrs. Merriman and Tirman, are currently directors of the Company and are also named as management nominees in the Company's proxy statement. COMMON STOCK OWNERSHIP OF COMMITTEE NOMINEES The following table sets forth the beneficial ownership, as of September 27, 1999, of the Common Stock by each of the Committee Nominees. Except as otherwise indicated below, all shares indicated as beneficially owned are held with sole voting and investment power.
NAME NUMBER OF SHARES PERCENT D. Jonathan Merriman 150,000 0.9% Geoffrey Tirman 1,260,000(1) 7.5% James T. Munn 578,752 3.4% Howard J. Bloom 192,834 1.2% Allen D. Barnes 0 0 Claude M. Ballard 0 0
_______________ (1)Includes 1,250,000 shares of Common Stock owned of record by Talisman Capital Opportunity Fund Ltd. Mr. Tirman is the President and sole stockholder of Talisman Capital Opportunity Fund Inc., the investment manager of Talisman Capital Opportunity Fund Ltd. Mr. Tirman disclaims beneficial ownership of these shares. Also includes 10,000 shares of Common Stock owned of record by the Tirman's Children's Trust, for which Mr. Tirman serves as trustee. Mr. Tirman disclaims beneficial ownership of these shares. _________________________ ADDITIONAL INFORMATION REGARDING COMMITTEE NOMINEES None of the Committee Nominees have any family relationships with any executive officer or director of the Company or each other, or has been involved in any legal proceedings of the type required to be disclosed by the rules governing this solicitation. However, Mr. Munn is the plaintiff in a lawsuit filed in September 1999 against the Company and certain of its current and former directors, claiming that the directors breached their fiduciary duties to the Company's public shareholders by failing to consider a $1.95 per share tender offer for the Company. INFORMATION CONCERNING THE COMMITTEE MEMBERS OF THE COMMITTEE In addition to Messrs. Merriman, Tirman, Bloom and Munn, who are described under "The Committee Nominees," the Committee is comprised of the following entities and individuals:
NAME BUSINESS ADDRESS Roberto J. Cavazos, Jr.(1) 1539 Spyglass Dr. Upland, CA 91786 The Miller Family Partnership(2) 764 Jessanda Circle Lakeland, FL 33813 Mac Van Horn(3) 1110 West C Street Russellville, AR 72801 Talisman Capital Opportunity Fund, Ltd.(4) Harbour Centre, 4th Floor P. O. Box 61 GT North Church Street Grand Cayman, BWI
_______________ (1)Mr. Cavazos served as Chief Financial Officer for the Company from March 1989 to March 1999 and he currently manages private investments. (2)The Miller Family Partnership is a Florida partnership organized in December 1998 to hold investments for the Miller family. Its partners are Truman Miller and Marie Miller. (3)Mac Van Horn serves as Chairman of MVH Corporation, a private investment corporation with interests in manufacturing and real estate. He also serves as Managing Partner of H.G.V. Development Corporation, Chairman of Magnifico, and on the Board of Directors of River Valley Bancorp. He previously served as Chairman and Chief Executive Officer of Sugar Creek Foods, a food manufacturing company. (4)Talisman Capital Opportunity Fund, Ltd.'s principal business is the investment in the securities of private and public companies. Mr. Tirman is the President and sole stockholder of the corporate investment managers of Talisman Capital Opportunity Fund, Ltd. _________________________ COMMON STOCK OWNERSHIP OF THE COMMITTEE Except for Messrs. Merriman, Tirman, Bloom and Munn, whose beneficial ownership of Company Common Stock is set forth above under the heading "Common Stock Ownership of Committee Nominees," the following table sets forth the beneficial ownership, as of September 27, 1999, of the Common Stock by each member of the Committee. Except as otherwise indicated below, all shares indicated as beneficially owned are held with sole voting and investment power.
NUMBER OF NAME SHARES PERCENT Roberto J. Cavazos, Jr. 66,822 0.4% Mac Van Horn 85,000 0.5% The Miller Family Partnership 589,752 3.5% Talisman Capital Opportunity Fund, Ltd. 1,250,000 7.4%
_________________________ ADDITIONAL INFORMATION REGARDING COMMITTEE MEMBERS Except as set forth in this Proxy Statement (including Schedule I hereto), none of the members of the Committee, any of the Committee Nominees, or any other participant in this solicitation, or any of their respective associates: (i) directly or indirectly beneficially owns any shares of Common Stock or any other securities of the Company; (ii) has had any relationship with the Company in any capacity other than as a shareholder; (iii) is or has been a party to any transactions, or series of similar transactions, within the past year with respect to any securities of the Company, including but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (iv) is or has been a party to, or otherwise had a direct or indirect material interest in, any transaction or series of similar transactions within the past year with the Company in which the amount involved exceeds $60,000; (v) has been indebted to the Company since the beginning of the Company's last fiscal year; or (vi) has any arrangement or understanding with respect to future employment by the Company or with respect to any future transactions to which the Company or any of its affiliates will or may be a party. SOLICITATION OF PROXIES The Committee may solicit proxies by mail, courier service, advertisement, telephone, telecopies, global computer networks (including the Internet), and in person. The Committee has entered into an agreement with D. F. King & Co., Inc. pursuant to which D. F. King has agreed to assist the Committee with its solicitation of proxies. D. F. King is to receive a fee not to exceed $30,000, plus reimbursement for its reasonable out-of-pocket expenses. It is anticipated that D. F. King will make available approximately 30 persons in connection with its efforts on behalf of the Committee. In addition to the solicitation of proxies from retail investors, brokers, banks, nominees and other institutional holders, such persons will, among other activities, provide consultation pertaining to the planning and organization of the proxy solicitation. The Committee has also agreed to indemnify D. F. King against certain liabilities and expenses relating to the proxy solicitation. Bank, brokers, custodians, nominees and fiduciaries, and other custodians, will be required to forward solicitation materials to the beneficial owners of the Common Stock. The Committee will reimburse such institutions for their reasonable out-of-pocket expenses incurred in forwarding these materials to the beneficial owners. The entire cost of the Committee's solicitation will be borne by the Committee. The Committee estimates that its total expenditures relating to the solicitation of proxies will be approximately $50,000, plus the fees payable to D. F. King and additional expenditures if there is litigation. To date, the Committee has incurred cash expenditures of $10,000. If the Committee Nominees are elected to the Company's Board, the Committee plans to seek reimbursement for such expenses from the Company. ADDITIONAL INFORMATION The Committee has prepared portions of this Proxy Statement based on publicly available information on the Company and assumes no responsibility for the accuracy or completeness of any such information contained herein. In reliance upon Rule 14a-5(c) of the Securities Exchange Act of 1934, reference is made to the proxy statement dated October 4, 1999 which is being sent to you by the Company for a full description of management's director nominees as well as information with respect to the number of shares eligible to vote at the meeting, the date, time and place of the Annual Meeting, the quorum, the record date, the securities ownership of the Company, and information about the Company's officers and directors, including compensation information. Also included in the Company's proxy statement is the date by which shareholder proposals intended to be submitted at the Company's next annual meeting must be received by the Company for inclusion in the Company's proxy statement. PLEASE INDICATE YOUR SUPPORT OF THE PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE BY COMPLETING, SIGNING AND DATING THE ENCLOSED GREEN PROXY CARD AND RETURNING IT PROMPTLY TO D.F. KING & CO., INC., 77 WATER STREET, NEW YORK, NEW YORK 10005 IN THE ENCLOSED ENVELOPE. NO POSTAGE IS NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED STATES. THE PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE Little Rock, Arkansas ________ ____, 1999 SCHEDULE I TRANSACTIONS IN THE COMPANY'S COMMON STOCK BY COMMITTEE MEMBERS AND NOMINEES DURING PAST TWO YEARS
NUMBER TYPE OF OF NAME TRADE DATE TRANSACTION SHARES P/S Howard Bloom None Allen D. Barnes None Claude M. Ballard None James T. Munn 12/09/87 P 20,000 06/30/88 P 10,000 02/26/90 P 25,000 11/09/90 P 13,333 05/08/91 P 50,000 01/08/92 S 10,000 01/20/92 S 10,000 01/30/92 S 10,000 03/19/99 S 150,000 03/19/99 S 57,000 03/23/99 S 43,000 03/30/99 S 72,500 07/15/99 S 10,000 07/22/99 S 20,000 07/22/99 S 10,000 07/26/99 S 26,300 07/27/99 S 6,400 07/28/99 S 17,500 07/29/99 S 21,000 07/30/99 S 6,000 08/04/99 S 7,500 08/05/99 S 1,500 08/25/99 S 9,400 08/26/99 S 8,100 09/07/99 S 12,000 D. Jonathan Merriman 04/23/99 P 30,000 04/30/99 P 70,000 06/14/99 P 50,000 The Miller Family Partnership None Roberto J. Cavazos, Jr. 04/01/99 S 28,200 04/05/99 S 1,000 04/07/99 S 26,500 04/15/99 S 19,300 04/16/99 S 25,000 Mac Van Horn Family Partnership 07/23/98 P 10,000 07/24/98 P 8,500 07/27/98 P 1,100 07/28/98 P 5,000 07/30/98 P 3,000 07/31/98 P 12,000 08/03/98 P 10,400 08/04/98 P 10,000 08/10/98 P 7,500 08/14/98 P 7,500 05/12/99 P 10,000 Scott B. Van Horn 09/28/98 P 5,000 10/09/98 P 5,000 10/15/98 P 6,000 10/20/98 P 4,000 Talisman Capital Opportunity Fund, Ltd. 02/06/98 P 8,000 02/09/98 P 1,400 02/10/98 P 17,800 02/11/98 P 39,900 02/13/98 P 24,000 02/17/98 P 23,500 02/19/98 P 8,600 02/20/98 P 12,000 02/23/98 P 13,000 02/24/98 P 16,800 02/25/98 P 39,500 03/02/98 P 16,500 03/03/98 P 11,100 03/04/98 P 68,800 03/12/98 P 4,500 03/13/98 P 5,200 03/16/98 P 12,500 03/17/98 P 14,200 03/18/98 P 45,500 03/19/98 P 52,000 03/20/98 P 15,000 03/30/98 P 6,700 03/31/98 P 35,200 04/07/98 P 14,200 04/08/98 P 12,000 04/09/98 P 5,100 04/14/98 P 21,500 04/15/98 P 67,900 04/15/98 P 43,000 04/22/98 P 11,000 04/30/98 P 32,800 05/29/98 P 6,500 06/30/98 P 5,000 07/07/98 P 7,900 07/31/98 P 14,300 02/26/99 P 2,500 03/10/99 P 37,500 03/12/99 P 5,000 03/15/99 P 48,600 03/16/99 P 31,100 03/23/99 P 42,400 03/25/99 P 15,000 03/26/99 P 1,000 03/29/99 P 73,000 04/07/99 P 40,500 04/19/99 P 103,011 05/26/99 P 17,200 06/04/99 P 65,000 06/11/99 P 15,489 06/17/99 P 19,800
PROXY SOLICITED BY THE PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE PACER TECHNOLOGY 1999 ANNUAL MEETING This Proxy is solicited on behalf of the Pacer Technology Shareholder's Committee for use at the 1999 Annual Meeting of Stockholders to be held on November 16, 1999 ("the Annual Meeting"). The undersigned hereby appoints Geoffrey Tirman and Mark A. Lee, and each of them, attorneys and proxies with full power of substitution, to vote in the name of and as proxy for the undersigned at the Annual Meeting, and at any adjournment, postponement or rescheduling thereof on the following matters: The Committee recommends a vote "FOR" Proposal No. 1. (1) To elect the following nominees as directors to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified: D. Jonathan Merriman, Geoffrey Tirman, Howard J. Bloom, James T. Munn, Allen D. Barnes, Claude M. Ballard. ___ FOR ALL NOMINEES LISTED ABOVE (except as indicated to the contrary below) ___ WITHHOLD AUTHORITY to vote for all nominees listed above (To withhold authority to vote for any specific nominee(s), mark the "FOR" box and write the name of each such nominee on the line provided below: ___________________________________________________________________________ (2) To consider and take action upon such other matters as may properly come before the meeting or adjournments or postponements thereof. PROPERLY EXECUTED PROXIES WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO SUCH DIRECTIONS ARE GIVEN, SUCH PROXIES WILL BE VOTED FOR ALL NOMINEES REFERRED TO IN PARAGRAPH (1) AND ON SUCH OTHER MATTERS AS MAY COME BEFORE THE ANNUAL MEETING AS THE PROXY HOLDERS DEEM ADVISABLE. EXCEPT WITH RESPECT TO ANY NOMINEE AS TO WHOM THE UNDERSIGNED HAS WITHHELD AUTHORITY TO VOTE, THIS PROXY ALSO CONFERS UPON THE PROXY HOLDERS THE DISCRETION TO CUMULATE THE UNDERSIGNED'S VOTES TO THE EXTENT NECESSARY TO ENSURE THE ELECTION OF ALL COMMITTEE NOMINEES. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENVELOPE PROVIDED. The undersigned revokes any prior proxies to vote the shares covered by this Proxy. Date: ______________________, 1999 __________________________________ Signature(s) __________________________________ Signature, if held jointly Note: Please sign exactly as name appears above. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. -----END PRIVACY-ENHANCED MESSAGE-----