-----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, SXPV07O9sdwicZCdekX/Kt1XPEZvNOuFmLnUh/DyRwnLOrmedOyVWlSHthaEOjnO rftvh3o92yxPlh39myL8pQ== 0000925751-98-000007.txt : 19980403 0000925751-98-000007.hdr.sgml : 19980403 ACCESSION NUMBER: 0000925751-98-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980402 SROS: NASD GROUP MEMBERS: INTERNATIONAL SPEEDWAY CORP GROUP MEMBERS: INTERNATIONAL SPEEDWAY CORPORATION GROUP MEMBERS: MIDWEST FACILITY INVESTMENTS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GRAND PRIX ASSOCIATION OF LONG BEACH INC CENTRAL INDEX KEY: 0001014957 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 952945353 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-48229 FILM NUMBER: 98586279 BUSINESS ADDRESS: STREET 1: 3000 PACIFIC AVE CITY: LONG BEACH STATE: CA ZIP: 90806 BUSINESS PHONE: 5629812600 MAIL ADDRESS: STREET 1: 3000 PACIFIC AVE CITY: LONG BEACH STATE: CA ZIP: 90806 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL SPEEDWAY CORP CENTRAL INDEX KEY: 0000051548 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 590709342 STATE OF INCORPORATION: FL FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1801 W INTERNATIONAL SPEEDWAY BLVD CITY: DAYTONA BEACH STATE: FL ZIP: 32114-1243 BUSINESS PHONE: 9042542700 MAIL ADDRESS: STREET 1: 1801 WEST INTERNATIONAL SPEEDWAY CORP CITY: DAYTONA BEACH STATE: FL ZIP: 32114-1243 FORMER COMPANY: FORMER CONFORMED NAME: DAYTONA INTERNATIONAL SPEEDWAY CORP DATE OF NAME CHANGE: 19691130 FORMER COMPANY: FORMER CONFORMED NAME: FRANCE BILL RACING INC DATE OF NAME CHANGE: 19670227 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 1 GRAND PRIX ASSOCIATION OF LONG BEACH, INC. - ------------------------------------------------------------------------------ (Name of issuer) COMMON STOCK, NO PAR VALUE - ------------------------------------------------------------------------------ (Title of class of securities) 386 176 10 1 - ------------------------------------------------------------------------------ (CUSIP number) GLENN R. PADGETT P.O. BOX 2801, DAYTONA BEACH, FL 32120 (904) 947-6446 - ------------------------------------------------------------------------------ (Name, address and telephone number of person authorized to receive notices and communications) MARCH 27, 1998 - ------------------------------------------------------------------------------ (Date of event which requires filing of this statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of SS240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See S240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Page 1 of 8 Pages) - ---------------------------- ---------------------------- CUSIP NO. 386 176 10 1 SCHEDULE 13D PAGE 2 OF 8 PAGES - ---------------------------- ---------------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON International Speedway Corporation - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------ PERSON WITH: 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ - 2 - - ---------------------------- ---------------------------- CUSIP NO. 386 176 10 1 SCHEDULE 13D PAGE 3 OF 8 PAGES - ---------------------------- ---------------------------- - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Midwest Facility Investments, Inc. - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS - ------------------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------ - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA - ------------------------------------------------------------------------------ NUMBER OF 7 SOLE VOTING POWER 0 SHARES ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER 0 OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ------------------------------------------------------ PERSON WITH: 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ------------------------------------------------------------------------------ - 3 - ITEM 1. SECURITY AND ISSUER. This Statement concerns the common stock, no par value (the "Common Stock"), of Grand Prix Association of Long Beach, Inc. (the "Company"), whose principal executive offices are located at 3000 Pacific Avenue, Long Beach, California 90806. Effective March 27, 1998, Midwest Facility Investments, Inc., a Florida corporation ("Midwest"), a wholly owned subsidiary of International Speedway Corporation ("ISC"), disposed of 340,000 shares of Common Stock of the Company pursuant to that certain Stock Purchase Agreement, dated as of March 25, 1998 (the "Stock Purchase Agreement"), between Midwest and the Dover Downs Entertainment, Inc. (Dover Downs) a copy of which is attached as EXHIBIT 1. In connection with such disposition, Midwest also entered into a side letter agreement, a copy of which is attached as EXHIBIT 2, with the Shareholders' Representatives under that certain Right of First Refusal Agreement, dated as of August 8, 1997 (the "Right of First Refusal Agreement"), among Midwest, Penske Motorsports, Inc., a Delaware corporation ("Penske") and the Shareholders listed on Schedule I thereto, a copy of which was filed with the Schedule 13D to which this amendment relates, which concerned (i) rights and obligations under the Right of First Refusal Agreement, and (ii) that certain Stock Purchase Agreement, dated as of August 8, 1997 (the "Stock Purchase Agreement"), between Midwest and the Company, a copy of which was also filed with the Schedule 13D to which this amendment relates. ITEM 2. IDENTITY AND BACKGROUND. (a) NAME. The persons filing this Statement include: (i) ISC (ii) Midwest The relationship among the above persons and entities is as follows: Prior to the disposition reported in this amendment Midwest was the record holder of 340,000 shares of Common Stock of the Company. ISC owns directly all of the stock of Midwest. ISC and Midwest are collectively referred to herein as the "Reporting Persons". Each executive officer, director and controlling person of ISC and Midwest is a person identified pursuant to Instruction C to Schedule 13D and therefore the information required by Items 2 through 6 of this Statement was provided for such persons in the original Schedule 13D filing to which this amendment relates (all of whom are collectively referred to herein as the "Instruction C Individuals"). The controlling persons of ISC include the France Family Group which owns, directly and/or beneficially, approximately 55% of the total of all classes of stock of ISC, which represents in excess of 60% of the votes represented by the total of all classes of stock of ISC. For additional information with respect to the France Family Group and the members thereof, see that certain amendment to a Schedule 13G Statement filed with respect to the France Family Group's beneficial ownership of ISC Common Stock, dated and filed with the Securities and Exchange Commission in February 1998. The name of each Instruction C Individual other than the France Family Group (and the members thereof) was set forth on EXHIBIT 4 to the original Schedule 13D filing. The relationship between the Reporting Persons and the Instruction C Individuals (including the France Family Group) does not create a group; consequently, the Instruction C Individuals disclaim membership in a group with respect to the Company. The relationship between the Reporting Persons, the other parties to the Right of First Refusal Agreement also did not create a group; - 4 - consequently, the Reporting Persons disclaim membership in a group with such parties (the "Grand Prix Right of Refusal Parties"). Notwithstanding the disclaimers of group membership above, voting and dispositive power with respect to the 340,000 shares of Common Stock the disposition of which are the subject of this amendment to the Statement may have been deemed to be shared among ISC and Midwest, as well as among the France Family Group, the Instruction C Individuals and the Grand Prix Right of Refusal Parties, primarily due to (i) the control of ISC by the France Family Group and the other Instruction C Individuals, (ii) the limitations on Midwest's transfer of Company Common Stock set forth in the Right of First Refusal Agreement, and (iii) the director voting provisions set forth in Article Five of the Right of First Refusal Agreement. (b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. (i) The business address of ISC and Midwest is 1801 West International Speedway Boulevard, Daytona Beach, Florida 32114. (ii) The business address of each of the Instruction C Individuals (other than the France Family Group) is set forth on EXHIBIT 4 to the original Schedule 13D Statement to which this amendment relates. (c) THE PRINCIPAL BUSINESS. (i) The principal business of ISC is engaging in the operation, ownership and promotion of motorsports activities in the United States. (ii) The principal business of Midwest is investing in the Company and owning the Common Stock of the Company. (iii) Each of the Instruction C Individuals' principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted (other than the France Family Group) is set forth on EXHIBIT 4 to the original Schedule 13D Statement to which this amendment relates. (d) CRIMINAL CONVICTIONS. Neither of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the Instruction C Individuals has been convicted in a criminal proceeding during the last five years. (e) CIVIL PROCEEDINGS. Neither of the Reporting Persons nor, to the best knowledge of the Reporting Persons, any of the Instruction C Individuals has been subject to a judgment, decree or final order enjoining future violation of or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws during the last five years. (f) CITIZENSHIP. ISC and Midwest are Florida corporations. All of the Instruction C Individuals are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Not Applicable - 5 - ITEM 4. PURPOSE OF TRANSACTION. Not Applicable ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) (i) The aggregate number of shares beneficially owned by the Reporting Persons is 0 shares of Company Common Stock, amounting to 0% of the Company's outstanding Common Stock. (ii) To the best knowledge of the Reporting Persons, none of the Instruction C Persons (including the France Family Group) beneficially owns any shares of Company Common Stock. (b) (i) There is no longer any shared or dispositive power with respect to any shares of Common Stock of the Company with the members of the France Family Group and the other Instruction C Individuals. See Item 1 above. (ii) The Stock Purchase Agreement and Side Letter Agreement each contain certain provisions prohibiting the Reporting Persons from acquiring Company stock under certain conditions. (c) Except as disclosed herein, there have been no transactions in the securities of the Company by the Reporting Persons nor, to the best knowledge of the Reporting Persons, by the Instruction C Individuals during the past sixty days. (d) Not applicable. (e) On March 27, 1998 the Reporting Persons ceased to be the beneficial owners of any of the Common Stock of the Company. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Reference is made to the Stock Purchase Agreement and Side Letter Agreement, copies of which are attached as Exhibits 1 and 2 and incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1 Stock Purchase Agreement, dated as of March 25, 1998, by and between Midwest Facility Investments, Inc. and Dover Downs Entertainment, Inc. 2 Side Letter Agreement, dated as of March 25, 1998, by and between Midwest Facility Investments, Inc. and the Shareholders' Representatives under the Right of First Refusal Agreement. - 6 - SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 30, 1998 INTERNATIONAL SPEEDWAY CORPORATION /s/ H. Lee Combs ------------------------------------ H. Lee Combs Senior Vice President - Operations MIDWEST FACILITY INVESTMENT, INC. /s/ H. Lee Combs ------------------------------------ H. Lee Combs, President - 7 - INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------- ----------- 1 Stock Purchase Agreement, dated as of March 25, 1998, by and between Midwest Facility Investments, Inc. and Dover Downs Entertainment, Inc. 2 Side Letter Agreement, dated as of March 25, 1998, by and between Midwest Facility Investments, Inc. and the Shareholders' Representatives under the Right of First Refusal Agreement. - 8 - EX-1 2 EXECUTION COPY STOCK PURCHASE AGREEMENT AGREEMENT, dated March 25, 1998, between DOVER DOWNS ENTERTAINMENT, INC., a Delaware corporation ("Purchaser"), and MIDWEST FACILITY INVESTMENTS, INC., a Florida corporation ("Seller"). WHEREAS, Seller desires to sell to Purchaser Three Hundred Forty Thousand (340,000) shares (the "Shares"), no par value, of Grand Prix Association of Long Beach, Inc. (the "Company"); and WHEREAS, Purchaser desires to acquire the Shares pursuant to the terms and conditions hereof; NOW, THEREFORE, in consideration of the premises and the mutual and dependent promises hereinafter set forth, the parties hereto agree as follows: 1. SALE OF SHARES; CLOSING 1.1. Issuance and Delivery of Shares. At the Closing referred to in Section 1.3, Seller shall sell the Shares to Purchaser, free and clear of all liens and encumbrances, by delivering to Purchaser a certificate or certificates registered in the name of Seller representing the Shares (the "Certificates"), duly endorsed for transfer to Purchaser. 1.2. Consideration. In consideration for the aforesaid sale and delivery of Shares, Purchaser will pay (the "Purchase Price") to Seller at the Closing by wire transfer the amount of Five Million Two Hundred Seventy Thousand and 00/100 Dollars ($5,270,000.00), representing Fifteen and 50/100 Dollars ($15.50) per Share, representing the closing price of the common stock of Company on NASDAQ on March 19, 1998. 1.3. Closing. The closing of the transaction provided for in this Section 1 (the "Closing") shall take place at the offices of Purchaser, 2200 Concord Pike, Wilmington, Delaware 19803, or such other place as the parties may agree, on or before the tenth business day following execution hereof or such other later date as the parties may agree. Purchaser's attorney, Klaus M. Belohoubek, Esquire, has agreed to hold the Certificates in escrow and not to release them to Purchaser until the conditions to Closing are satisfied or waived and the wire transfer of the Purchase Price is confirmed by Seller. As a condition to Closing for either party, Purchaser shall, on the date of Closing, enter into an Agreement and Plan of Merger with Company (the "Merger Agreement") pursuant to which Company shall, subject to regulatory and shareholder approvals, become a wholly-owned subsidiary of Purchaser. Seller is a party to a certain right of first refusal agreement dated August 8, 1997 between and among various shareholders of the Company (the "ROFR Agreement"). As a further condition to Closing for either party, the rights of such other shareholders under the ROFR Agreement shall have expired, been terminated or waived in a manner reasonably acceptable to Seller. 2. REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser hereby represents and warrants as follows: 2.1. Organization and Good Standing. Purchaser is a corporation duly organized and validly existing under the laws of the State of Delaware. 2.2. Authority. Purchaser has the legal right and power to enter into this Agreement and to carry out the transactions herein contemplated. 2.3. Authorization, Execution and Delivery. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Purchaser, and this Agreement has been duly executed and delivered by Purchaser. 2.4. Legal, Valid and Binding Obligations. This Agreement constitutes the legal, valid and binding obligation of Purchaser. 2.5. No Violation of Other Agreements. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Purchaser does not violate any provisions of the organizational documents of Purchaser and does not violate any provision of, or constitute a default under, or constitute a default upon notice or lapse of time or both under, or result in the acceleration of any obligation under, or cause a termination under, any contract, agreement, guaranty, lease, lien, indenture, loan or credit agreement, promissory note, obligation, statute, rule, regulation or judgment to which Purchaser is a party or by which Purchaser or the property or business of Purchaser is bound or affected or to which it is subject. 2.6. Governmental Approvals. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Purchaser does not require any governmental approval other than filing Form 3 and Schedule 13-D under the Exchange Act. 2.7. Investment Representation. The Shares being acquired by Purchaser pursuant to this Agreement are being acquired for its own account for investment and not with a view toward the distribution thereof in violation of the Securities Act, and any future dispositions of such Shares by Purchaser will be made in accordance with said Securities Act and the applicable rules and regulations promulgated thereunder. 3. REPRESENTATIONS AND WARRANTIES OF SELLER Seller hereby represents and warrants as follows: 3.1. Organization and Good Standing. Seller is a corporation duly organized and validly existing under the laws of the State of Florida. 3.2. Authority. Seller has the legal right and power to enter into this Agreement and to carry out the transactions herein contemplated. 3.3. Authorization, Execution and Delivery. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by Seller, and this Agreement has been duly executed and delivered by Seller. 3.4. Legal, Valid and Binding Obligations. This Agreement constitutes the legal, valid and binding obligation of Seller. 3.5. No Violation of Other Agreements. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Seller does not violate any provisions of the organizational documents of Seller and does not violate any provision of, or constitute a default under, or constitute a default upon notice or lapse of time or both under, or result in the acceleration of any obligation under, or cause a termination under, any contract, agreement, guaranty, lease, lien, indenture, loan or credit agreement, promissory note, obligation, statute, rule, regulation or judgment to which Seller is a party or by which Seller or the property or business of Seller is bound or affected or to which it is subject, excluding only the ROFR Agreement referred to in Section 1.3 hereto. 3.6. Governmental Approvals. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by Seller does not require any governmental approval. 4. BROKERS Purchaser and Seller represent to each other that all negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by Purchaser and Seller and their respective representatives without the intervention of any person in such manner as to give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee or other like payment to any person. 5. PUBLICITY Except as required by law, neither of the parties hereto nor any of their affiliates shall issue or make any public release or announcement concerning this Agreement or the transactions contemplated hereby prior to the announcement by Company and Purchaser of the execution and delivery of the Merger Agreement. In addition, each party shall use its reasonable best efforts to first consult in advance with the other party concerning the content of any required public release or announcement relating to this Agreement. 6. INDEMNITY Each of the Purchaser and the Seller hereby agrees to indemnify and hold harmless the other and the other's officers, directors and agents, and their respective successors and assigns, from against, and in respect of any and all demands, claims, actions or causes of action, assessments, liabilities, losses, costs, damages, penalties, charges, fines or expenses, including without limitation attorney's fees and expenses, arising out of or relating to any breach by such indemnifying party of any representation, warranty, covenant or agreement made in this Agreement. The party (the "Indemnitor") indemnifying the other (the "Indemnitee") shall give the Indemnitee prompt notice of a claim which is the subject of indemnification and the Indemnitee shall not settle any claim without the prior approval of the Indemnitor, which shall not be unreasonably withheld. The Indemnitee shall have the right, at its sole cost and expense, to designate counsel of its own choice to join in the defense of any action. Such right to indemnification shall be in addition to any and all other rights of the parties under this Agreement or otherwise, at law or in equity. 7. STANDSTILL While the Agreement and Plan of Merger referenced in Section 1.3 remains in effect and while Purchaser retains ownership of at least eighty percent (80%) of the Shares purchased from Seller pursuant to this Agreement, for a one (1) year period from the date hereof, Seller and its affiliates, including without limitation, Seller's parent corporation International Speedway Corporation, will not directly or indirectly, without the express permission of Purchaser's Board of Directors, (A) purchase or offer to purchase any of the Company's equity securities (or securities convertible into the Company's equity securities), or (B) conduct a "proxy contest" to obtain control of the Company's Board. This provision shall expire and terminate upon consummation of the Merger contemplated in the Agreement and Plan of Merger referenced in Section 1.3. 8. BOARD RESIGNATION On the date of Closing, Seller shall deliver the resignation of H. Lee Combs from the Board of Directors of Company. 9. MISCELLANEOUS 9.1. Governing Law. This Agreement and its validity, construction and performance shall be governed in all respects by the internal laws of the State of Delaware (without reference to the conflict of laws provisions or principles thereof). 9.2. Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; but neither this Agreement nor any of the rights, benefits or obligations hereunder shall be assigned, by operation of law or otherwise, by either party hereto without the prior written consent of the other party. It is contemplated and agreed that Seller may not continue in existence indefinitely after the closing of the transaction contemplated by this Agreement. If Seller's existence is terminated after the closing of the transaction but prior to the expiration of any continuing aspects of the Agreement, Seller's parent corporation, International Speedway Corporation, shall assume all rights, benefits, liabilities and obligations of Seller under this agreement, with the express proviso that International Speedway Corporation shall have no liability under such assumption greater than the consideration paid to Seller for the Shares. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties hereto and their respective permitted successors and assigns, any rights, benefits or obligations hereunder. 9.3. Amendment; Waiver. This Agreement shall not be changed, modified or amended in any respect except by the mutual written agreement of the parties hereto. Any provision of this Agreement may be waived in writing by the party which is entitled to the benefits thereof. No waiver of any provision of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall any such waiver constitute a continuing waiver. 9. 4. Notices. Any notices, requests, demands and other communications required or permitted to be given hereunder must be in writing and, except as otherwise specified in writing, will be deemed to have been duly given when personally delivered or facsimile transmitted, or three (3) days after deposit in the United States mail, by certified mail, postage prepaid, return receipt requested, as follows: IF TO PURCHASER: Dover Downs Entertainment, Inc. 1131 N. DuPont Highway Dover, DE 19901 Attn: Denis McGlynn President and Chief Executive Officer With a copy to: Klaus M. Belohoubek, Esquire Assistant General Counsel Dover Downs Entertainment, Inc. 2200 Concord Pike Wilmington, DE 19803 IF TO SELLER: H. Lee Combs President, Midwest Facility Investments, Inc. Senior Vice President, International Speedway Corporation 1801 West International Speedway Blvd. Daytona Beach, FL 32114 With a copy to: Glenn R. Padgett, Esquire Director of Corporate Compliance International Speedway Corporation 1801 West International Speedway Blvd. Daytona Beach, FL 32114 Any party may change its address for the purposes of this Agreement by giving notice of such change of address to the other parties in the manner herein provided for giving notice. 9.5. Survival. The representations and warranties of the parties set forth in this Agreement shall survive the Closing; provided, that all such representations and warranties shall expire, terminate and be of no force and effect (or provide the basis for any claim) and no party hereto shall have any obligation to indemnify any other party with respect thereto unless written notice of any claim with respect thereto is received prior to the first anniversary of this Agreement. 9.6. Severability. Any term or provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. 9.7. Headings. The captions, heading and titles herein are for convenience of reference only and shall not effect the construction, meaning or interpretation of this Agreement or any term or provision hereof. 9.8. Counterparts. This Agreement may be executed through the use of one or more counterparts, each of which shall be deemed an original and all of which shall be considered one and the same agreement, notwithstanding that all parties are not signatories to the same counterpart. 9.9. Expenses. Each party to this Agreement shall bear their own fees, costs and expenses incurred in connection with the negotiation, execution and consummation of this Agreement and the transactions contemplated hereby. 9.10. Entire Agreement. Except for written agreements executed on or about the date hereof in connection with the transactions contemplated hereby, this Agreement merges and supersedes any and all prior agreements, understandings, discussions, assurances, promises, representations or warranties among the parties with respect to the subject matter hereof, and contains the entire agreement among the parties with respect to the subject matter hereof. 9.11. Remedies. The Shares are unique chattels and each party to this Agreement shall have the remedies which are available to it for the violation of any of the terms of this Agreement, including, but not limited to, the equitable remedy of specific performance. IN WITNESS WHEREOF, Purchaser and Seller have each duly executed this Agreement as of the date first above written. DOVER DOWNS ENTERTAINMENT, INC. By: /s/ Denis McGlynn ---------------------------------------- Denis McGlynn President & Chief Executive Officer MIDWEST FACILITY INVESTMENTS, INC. By: /s/ H. Lee Combs ---------------------------------------- H. Lee Combs President International Speedway Corporation, as the owner of 100% of the capital stock of Seller, does hereby guarantee the performance of Seller under Sections 6 and 7 hereto and agrees to separately join in the undertakings under Section 7 hereto, all subject to the limitations in Section 9.2 hereto. INTERNATIONAL SPEEDWAY CORPORATION By: /s/ H. Lee Combs H. Lee Combs Senior Vice President EX-2 3 [SIDE LETTER AGREEMENT] [LOGO] ISC, A MOTORSPORTS ENTERTAINMENT COMPANY March 25, 1998 Christopher R. Pook and James P. Michaelian, as Shareholders' Representatives Re: Right of First Refusal Dear Chris and Jim: This letter relates to the Right of First Refusal Agreement ("ROFR Agreement"), dated as of August 8, 1997, by and among Midwest Facility Investments, Inc. ("MFI"), Penske Motorsports, Inc. ("PMI") and the Shareholders listed on Schedule I of such Agreement, for whom you are Shareholders' Representatives. The purpose of this letter is to set forth the understanding among the parties with respect to the approval of the transfer of MFI's and PMI's respective shares of Common Stock (the "Stock") of Grand Prix Association of Long Beach, Inc. (the "Company") pursuant to those certain Stock Purchase Agreements dated March 25, 1998, between Dover Downs Entertainment, Inc. ("Dover") and PMI, and Dover and MFI, (the "Stock Purchase Agreements"). All capitalized terms not defined in this letter shall have the meanings assigned to such terms in the ROFR Agreement. As Shareholders' Representatives, Christopher R. Pook and James P. Michaelian hereby approve, in accordance with the ROFR Agreement, the transfer of the Stock to Dover pursuant to and in accordance with the Stock Purchase Agreements on or prior to April 9, 1998, subject to the following conditions: (a) upon the sale of the Stock by MFI and PMI to Dover, the ROFR Agreement shall terminate, and (b) the entering into of a merger or similar agreement with the Company, or Company's commencement of a tender offer or exchange offer, shall not be an event resulting in a termination of those certain standstill provisions in Section 4.10 of that certain Stock Purchase Agreement dated August 8, 1997 by and between MFI and the Company. The undersigned agrees to the foregoing. Very truly yours, Midwest Facility Investments, Inc., a Florida corporation By: /s/ H. Lee Combs H. Lee Combs, President Acknowledged and Agreed to this 25th day of March, 1998: /s/ Christopher R. Pook Christopher R. Pook, as Shareholders' Representative /s/ James P. Michaelian James P. Michaelian, as Shareholders' Representative 1801 W. International Speedway Blvd. * Daytona Beach, FL 32114 * 904-254-2700 -----END PRIVACY-ENHANCED MESSAGE-----