-----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, GGKAGhdekdpHgRV3tAvvcvHoMTm2rCtFF9+F6dAcrvMOZQUitroQYt5licp+OqBf tCq3wJt94GE1LL4VsSUIFQ== 0000906280-99-000240.txt : 19991026 0000906280-99-000240.hdr.sgml : 19991026 ACCESSION NUMBER: 0000906280-99-000240 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991025 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: DFAN14A SEC ACT: SEC FILE NUMBER: 000-08864 FILM NUMBER: 99733015 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: DFAN14A 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 DFAN14A 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: ___ Preliminary Proxy Statement ___ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ___ Definitive Proxy Statement ___ Definitive Additional Materials X 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: For Release: IMMEDIATELY - October 25, 1999 Contact: Geoffrey Tirman: (501) 821-6800 - (Talisman Capital Opportunity Fund, Ltd.) Subject: THE PACER TECHNOLOGY SHAREHOLDER'S COMMITTEE COMMENCES PROXY SOLICITATION FOR DIRECTORS OF PACER TECHNOLOGY LITTLE ROCK, ARKANSAS - The Pacer Technology Shareholder's Committee announced today that it has filed preliminary proxy materials with the Securities and Exchange Commission. The preliminary proxy materials will be used to solicit proxies from Pacer Technology's shareholders to elect six nominees to Pacer's six-person Board of Directors at the annual meeting of Pacer shareholders currently scheduled to be held on November 16, 1999. The Committee will be seeking to elect its six nominees in opposition to the directors nominated by the current board of Pacer. The Committee is dissatisfied with Pacer's share price performance in recent years and notes that Pacer's stock has significantly under performed both the Standard & Poor's ("S & P") 500 Stock Index and the S & P Chemical Index. In the Committee's view, the current directors and certain members of management are determined to continue managing Pacer without regard to the best interests of the shareholders and, therefore, need to be replaced in order to maximize shareholder value, improve earnings, and restore analysts' confidence in Pacer. The Committee believes that the individuals it intends to nominate as directors - D. Jonathan Merriman, Geoffrey Tirman, James T. Munn, Howard J. Bloom, Allen D. Barnes, and Claude M. Ballard - possess the expertise and experience necessary to implement an effective strategic plan for Pacer to maximize shareholder value. The Committee has retained D.F. King & Co., Inc. to assist it in its solicitation. For a copy of the Committee's preliminary materials, shareholders may contact D.F. King & Co., Inc. toll-free at 800/207-2872. CERTAIN INFORMATION CONCERNING PARTICIPANTS AND NOMINEES The following is a list of the names and stockholdings of the persons and entities who may be deemed to be "participants" in the Committee's solicitation with respect to Pacer's annual meeting: D. Jonathan Merriman, the managing director and head of a San Francisco, California-based investment banking firm, a current director of Pacer, and a nominee of the Committee (150,000 shares); Geoffrey Tirman, a current director of Pacer, a nominee of the Committee, and the President and sole stockholder of Talisman Capital Opportunity Fund, Ltd. (10,000 shares); James T. Munn, a nominee of the Committee and the former President and Chief Executive Officer of Pacer (578,752 shares); Howard J. Bloom, a private investment manager, a nominee of the Committee, and a former Vice President of Pacer (192,834 shares); Roberto J. Cavazos, Jr., a private investor and the former Chief Financial Officer of Pacer (66,822 shares); The Miller Family Partnership, a Florida partnership organized to hold investments for the Miller family (589,752 shares); Mac Van Horn, chairman of a private investment corporation (85,000 shares); and Talisman Capital Opportunity Fund, Ltd., whose principal business is investment in the securities of private and public companies (1,250,000 shares). Collectively, the participants in the Committee hold 2,923,160 shares, or approximately 17.4%, of the outstanding Pacer common stock. The other two nominees of the Committee, Allen D. Barnes, the President and Chief Executive Officer of PAC ONE, Inc., a flexible packaging manufacturer, and Claude M. Ballard, a shareholder and senior consultant with Goldman, Sachs & Company, do not hold shares of Pacer stock. END -----END PRIVACY-ENHANCED MESSAGE-----