8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

__________________________________ 

FORM 8-K

__________________________________ 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 30, 2016

 __________________________________ 

INTERNATIONAL SPEEDWAY

CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

__________________________________ 

Florida	000-02384	59-0709342
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Daytona Boulevard, Daytona Beach, Florida		32114
(Address of Principal Executive Offices)		(Zip Code)

(386) 254-2700

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

q Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12)

q Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

q Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company q

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. q

Section 8 – Other Items

Item 8.01 Other Items

On November 9, 2018, International Speedway Corporation (the “Company”) issued a press release which announced that the Company had received a non-binding offer from NASCAR Holdings, Inc. (“NASCAR”), attached as Exhibit 99.1 hereto, to acquire all of the Company’s outstanding shares of Class A common stock and Class B common stock not already owned by the controlling shareholders of NASCAR.

A copy of the press release is being filed as Exhibit 99.2 to this report in compliance with Rule 14a-12 of the Securities Exchange Act of 1934, as amended, and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits

	Exhibit Number	Description of Exhibit	Filing Status
1	(99.1)	Offer Letter	Attached herewith
2	(99.2)	Press Release	Attached herewith

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.

		INTERNATIONAL SPEEDWAY CORPORATION (Registrant)
Date:	November 9, 2018	By:	/s/ Benjamin Odom
			Benjamin Odom
			Vice President - Deputy General Counsel

EX-99.1

NASCAR Holdings, Inc.

November 8, 2018

Board of Directors

International Speedway Corporation

One Daytona Boulevard

Daytona Beach, FL 32114

Dear Members of the Board:

NASCAR Holdings, Inc. (“NASCAR”) is pleased to submit this non-binding proposal to acquire all of the outstanding shares of Class A common stock and Class B common stock of International Speedway Corporation (“ISC” or the “Company”) that are not owned by the controlling shareholders of NASCAR (the “Family Stockholders”), for a purchase price of $42.00 per share, in cash, for each such share of ISC Class A common stock and ISC Class B common stock (our “Proposal”).

We believe that our Proposal reflects an attractive value to ISC’s public shareholders. Specifically, $42.00 per share represents a premium of 14% to the 30-day volume-weighted average price per share of $36.91.

Moreover, our Proposal provides ISC’s public shareholders with immediate liquidity, substantially reduces downside risk to existing ISC shareholders, and creates certainty of value at an attractive premium to the current share price.

Given our familiarity with ISC, and for the additional reasons set forth below, we believe we represent the best-positioned party to continue to develop motorsports in the future. Members of the Family Stockholders and/or their ancestors founded ISC in 1953 and have been involved with the management and operation of the Company since its inception. As you know, the Family Stockholders continue to beneficially own on a collective basis a significant equity interest in, and control over 50% of the voting power of, ISC.

We believe the industry would benefit from structural change in order to best position the sport on a going forward basis. This will require significant time, effort, and investment. We believe that this transformation will be best undertaken as a private company. Moreover, we believe that the consolidation of the ownership of ISC and NASCAR, as private companies guided by the Family Stockholders, is in the best interests of all constituents of the sport and will position motorsports for long-term success and viability.

Our Proposal is subject to the approval of the Company’s Board of Directors and the negotiation and execution of mutually acceptable definitive transaction documentation. It is our expectation that ISC’s Board of Directors will appoint a special committee of independent directors to consider our Proposal and make a recommendation to the Company’s Board of Directors. We will not move forward with the Proposal unless it is approved by such a special committee, as advised by independent legal and financial advisors, as well as by a majority of the independent members of the Company’s Board of

Directors. In addition, our Proposal will be subject to a non-waivable condition requiring the approval of a majority of the aggregate voting power represented by the shares of Class A common stock and Class B common stock not owned by the Family Stockholders, voting together as a single class. Definitive transaction documents related to our Proposal would not be subject to any financing conditions, and Goldman Sachs & Co. LLC has advised us that it is highly confident of its ability to arrange 100% of the financing required with respect to our Proposal. Finally, given the Family Stockholders’ existing controlling stake in and history with the Company, we will need to perform only limited additional due diligence prior to executing definitive documentation. We are prepared to quickly provide to the special committee’s advisors a list of our key diligence areas.

In considering this Proposal, you should be aware that, in the Family Stockholders’ capacity as shareholders of the Company, the Family Stockholders are interested only in a transaction that achieves the results outlined above in respect of the shares of ISC common stock not already owned by them and, as such, have no interest in selling any shares of ISC common stock owned by them. The Family Stockholders would not expect, in their capacity as shareholders of ISC, to vote in favor of any alternative sale, merger or other extraordinary corporate transaction involving the Company. Rather, we want to re-invest in the sport and the industry and believe we are best positioned to do so. We note that neither the failure of a special committee to recommend a transaction nor the failure of ISC’s public shareholders to approve a transaction would adversely affect the Family Stockholders’ on-going relationship with the Company. The Family Stockholders intend to remain as long-term shareholders under such circumstances.

Please be aware that this Proposal is an expression of interest only, and we reserve the right to withdraw or modify our proposal in any manner at any time. No legal obligation with respect to the Proposal or any other transaction shall arise unless and until execution of mutually acceptable definitive transaction documentation between us and the Company.

In connection with this proposal, we have engaged Goldman Sachs & Co. LLC as our financial advisor and Baker Botts L.L.P. as our legal advisor, and BDT & Company is serving as a financial advisor to the France family. We expect the special committee to retain its own independent legal and financial advisors to assist in its review of our Proposal. We and our advisors look forward to working with the special committee and its advisors to expeditiously negotiate and consummate a mutually acceptable transaction. We are available at your convenience to discuss any aspects of our Proposal and this important transaction.

[Signature page follows.]

Sincerely,

NASCAR Holdings, Inc.

By: /s/ James C. France_________

Name: James C. France

Title:Chief Executive Officer

By: /s/ Lesa France Kennedy _____

Name:Lesa France Kennedy

Title:President

cc:John R. Saunders, President, International Speedway Corporation

Michael A. Gold, Saul Ewing Arnstein & Lehr LLP

EX-99.2

FOR:	International Speedway Corporation
CONTACT:	Investor Relations (386) 681-6516

FOR IMMEDIATE RELEASE

NASCAR Makes Offer to Acquire International Speedway Corporation

DAYTONA BEACH, Fla. - November 9, 2018 - International Speedway Corporation (NASDAQ Global Select Market: ISCA; OTC Bulletin Board: ISCB) (“ISC”)announced today that its Board of Directors (the “Board”) has received a non-binding offer from NASCAR, to acquire all of the outstanding shares of Class A common stock and Class B common stock of the Company, other than the shares held by the controlling shareholders of ISC, for a cash purchase price of $42.00 per share. The intention is to combine ISC and NASCAR as one privately-held group of companies with the France family as primary owners. A copy of the proposal letter is attached as Exhibit Number 99.1 to the Company’s Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission today.

“In a highly competitive sports and entertainment landscape, a more unified strategic approach is important to our future growth,” said Jim France, Chairman of ISC and Chairman and Chief Executive Officer, NASCAR. “We believe the industry requires structural changes to best position the sport for long term success and this offer represents a positive step forward in that direction.” NASCAR’s proposal letter indicates that the outcome of this prospective offer will not impact the France family’s long-term commitment to the sport, nor its interest in maintaining its current ownership in ISC, as the France family is not interested in selling its shares of ISC at this time.

The ISC Board has formed a special committee (the “Special Committee”) comprised of J. Hyatt Brown, Larry Aiello, Jr., Larree Renda and William Graves , each of whom is an independent director of the Company, to act on behalf of the Company to consider this proposal. Mr. Brown, the Company’s lead independent director, will serve as Chairman of the Special Committee. The Special Committee will be advised by independent legal and

financial advisors. NASCAR’s offer will be reviewed by the Special Committee and will be subject to the approval of the holders of a majority of the Company’s outstanding common stock, other than the common stock held by the France family. In the interim, NASCAR and ISC will continue to operate as separate and independent entities.

The Company cautions shareholders and others considering trading in its securities that the Board just received the non-binding proposal letter from NASCAR and no decisions have been made with respect to the Company’s response to the proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.

Forward Looking Statements

This press release includes certain forward-looking statements, including statements relating to the proposed acquisition of ISC by NASCAR, including the expected benefits of the acquisition and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, the ability of the parties to successfully negotiate a proposed acquisition on the terms proposed or at all. These forward-looking statements speak only as of the date of this press release, and ISC expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of ISC, including its most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, for risks and uncertainties related to ISC’s business which may affect the statements made in this press release.

Additional Information

Nothing in this communication shall constitute a solicitation to buy or an offer to sell shares of any series of ISC’s common stock. ISC shareholders and other investors are urged to read the proxy statement to be filed with the SEC because it will contain important information relating to the proposed acquisition of ISC by NASCAR. Copies of ISC’s SEC filings are available free of charge at the SEC’s website (http://www.sec.gov). Copies of the filings together with the materials incorporated by reference therein will also be available, without charge, by accessing the investor relations portions of ISC’s website at http://www.internationalspeedwaycorporation.com/.

Participants in the Solicitation

The directors and executive officers of ISC and other persons may be deemed to be participants in the solicitation of proxies in respect of any proposals relating to the proposed acquisition of ISC. Information regarding the directors and executive officers of ISC will be available in its proxy statement, which will be filed with the SEC, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be available in the proxy materials regarding the foregoing to be filed with the SEC. Free copies of these documents may be obtained as described in the preceding paragraph.

International Speedway Corporation is a leading promoter of motorsports activities, currently promoting more than 100 racing events annually as well as numerous other motorsports-related activities. The Company owns and/or operates 13 of the nation's major motorsports entertainment facilities, including Daytona International Speedway® in Florida (home of the DAYTONA 500®); Talladega Superspeedway® in Alabama; Michigan International Speedway® located outside Detroit; Richmond International Raceway® in Virginia; Auto Club Speedway of Southern California^SM near Los Angeles; Kansas Speedway® in Kansas City, Kansas; Phoenix International Raceway® in Arizona; Chicagoland Speedway® and Route 66 Raceway^SM near Chicago, Illinois; Homestead-Miami Speedway^SM in Florida; Martinsville Speedway® in Virginia; Darlington Raceway® in South Carolina; and Watkins Glen International® in New York.

The Company also owns and operates Motor Racing Network^SM, the nation's largest independent sports radio network and Americrown Service Corporation^SM, a subsidiary that provides catering services, and food and beverage concessions. In addition, the Company owns ONE DAYTONA, the retail, dining and entertainment development across from Daytona International Speedway, and has a 50.0 percent interest in the Hollywood Casino at Kansas Speedway. For more information, visit the Company's Web site at www.internationalspeedwaycorporation.com.

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