-----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, NVpXUPJxchg1GshA+1zoQuuBv+CeFL7RZBMgOt2aj8D4ppWqNv3AQ54QzEzQ1gQF RDAYaTFINltN+nqk+wJNgA== 0000950170-96-000753.txt : 19960910 0000950170-96-000753.hdr.sgml : 19960910 ACCESSION NUMBER: 0000950170-96-000753 CONFORMED SUBMISSION TYPE: PRE 14C PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960918 FILED AS OF DATE: 19960906 SROS: NASD FILER: 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: PRE 14C SEC ACT: 1934 Act SEC FILE NUMBER: 000-02384 FILM NUMBER: 96626964 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 PRE 14C 1 SCHEDULE 14C (RULE 14C-101) INFORMATION REQUIRED IN INFORMATION STATEMENT SCHEDULE 14C INFORMATION INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 Check the appropriate box: [X] Preliminary information statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) [ ] Definitive information statement INTERNATIONAL SPEEDWAY CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified in Charter) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g). [ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11. (1) Title of each class of securities to which 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 (Set forth the amount on which the filing fee is calculated and state how it was determined): - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of 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: - -------------------------------------------------------------------------------- INTERNATIONAL SPEEDWAY CORPORATION 1801 WEST INTERNATIONAL SPEEDWAY BOULEVARD DAYTONA BEACH, FLORIDA 32114 ------------------------------------------------------------------------------ NOTICE OF ACTION BY SHAREHOLDERS WITHOUT A MEETING PURSUANT TO SECTION 607.0704 OF THE FLORIDA BUSINESS CORPORATION ACT ------------------------------------------------------------------------------ To the Shareholders of International Speedway Corporation: Notice is hereby given that the Board of Directors and the holders of a majority of the outstanding shares of common stock of International Speedway Corporation, a Florida corporation (the "Company"), have adopted Amended and Restated Articles of Incorporation ("Restated Articles") for the Company. Among other things, the Restated Articles (i) modify the Company's authorized capital stock to include (x) 80 million shares of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), having 1/5th vote per share, (y) 40 million shares of Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), having 1 vote per share, and (z) 1 million shares of "blank check" Preferred Stock, $.01 per share (the "Preferred Stock"), (ii) effect a recapitalization (the "Recapitalization") pursuant to which all of the Company's currently outstanding shares of common stock, par value $.10 per share (the "Existing Common Stock"), will automatically be converted, on a 15-for-one basis, into the newly authorized shares of Class B Common Stock, (iii) divide the Company's Board of Directors into three classes, each of which serves for different three-year periods, (iv) provide that special meetings of the shareholders may be called only by the Board of Directors or upon the written demand of the holders of not less than 50% of the votes entitled to be cast at a special meeting, and (v) establish certain advance notice procedures for nomination of candidates for election as directors and for shareholder proposals to be considered at annual shareholders' meetings. The Board of Directors of the Company approved the Restated Articles on September 5, 1996 by unanimous written consent. Holders of over a majority of the outstanding shares of the Company's common stock approved the Restated Articles on September __, 1996 by written consent in lieu of a meeting in accordance with the provisions of Section 607.0704 of the Florida Business Corporation Act. Accordingly, your consent is not required and is not being solicited in connection with the adoption of the Restated Articles. You are being provided with this notice of such action pursuant to Section 607.0704 of the Florida Business Corporation Act. The record date for determining shareholders entitled to receipt of this notice is September 24, 1996. This notice is first being mailed to such shareholders on or about October __, 1996. The Restated Articles will not be filed with the Secretary of State of the State of Florida or become effective until at least 20 calendar days after such mailing. By Order of the Board of Directors W. Garrett Crotty Secretary September __, 1996 INTERNATIONAL SPEEDWAY CORPORATION 1801 WEST INTERNATIONAL SPEEDWAY BOULEVARD DAYTONA BEACH, FLORIDA 32114 - -------------------------------------------------------------------------------- INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE SECURITIES EXCHANGE ACT OF 1934 AND REGULATION 14C AND SCHEDULE 14C THEREUNDER - -------------------------------------------------------------------------------- WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY This Information Statement has been filed with the Securities and Exchange Commission (the "SEC") and is first being mailed to the holders of record on September 24, 1996 (the "Record Date") of shares of the common stock, par value $0.10 per share (the "Existing Common Stock"), of International Speedway Corporation, a Florida corporation (the "Company"). This Information Statement relates to the adoption of Amended and Restated Articles of Incorporation for the Company ("Restated Articles") by written consent of the holders of a majority of the outstanding shares of the Company's Existing Common Stock. Among other things, the Restated Articles (i) modify the Company's authorized capital stock to include (x) 80 million shares of Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), having 1/5th vote per share, (y) 40 million shares of Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), having 1 vote per share, and (z) 1 million shares of "blank check" Preferred Stock, $.01 per share (the "Preferred Stock"), (ii) effect a recapitalization (the "Recapitalization") pursuant to which all of the Company's currently outstanding shares of common stock, par value $.10 per share (the "Existing Common Stock"), will automatically be converted, on a 15-for-one basis, into the newly authorized shares of Class B Common Stock, (iii) divide the Company's Board of Directors into three classes, each of which serves for different three-year periods, (iv) provide that special meetings of the shareholders may be called only by the Board of Directors or upon the written demand of the holders of not less than 50% of the votes entitled to be cast at a special meeting, and (v) establish certain advance notice procedures for nomination of candidates for election as directors and for shareholder proposals to be considered at annual shareholders' meetings. The Board of Directors of the Company approved the Restated Articles, subject to shareholder approval, on September 5, 1996 by unanimous written consent. Holders of over a majority of the outstanding shares of the Company's Existing Common Stock approved the Restated Articles effective September __, 1996 by written consent in lieu of a meeting in accordance with the provisions of Section 607.0704 of the Florida Business Corporation Act. Accordingly, your consent is not required and is not being solicited in connection with the adoption of the Restated Articles. You are being provided with this Information Statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 14C and Schedule 14C thereunder, and, in accordance therewith, the Restated Articles will not be filed with the Secretary of State of the State of Florida or become effective until at least 20 calendar days after mailing of this Information Statement. The approximate date this Information Statement is first being sent to shareholders is October __, 1996. TABLE OF CONTENTS PAGE VOTING SECURITIES............................................................1 SECURITY OWNERSHIP...........................................................1 THE RESTATED ARTICLES........................................................3 General...................................................................3 Summary of Recapitalization and Newly Authorized Common Stock.............3 Anticipated Effective Date of Public Offering and Recapitalization........3 Antitakover Effects of Dual Class Stock Structure and Other Provisions of Restated Articles......................................................4 Background of the Restated Articles and Recapitalization..................5 Reasons for the Dual Class Structure......................................5 Certain Potential Disadvantages of the Dual Class Stock Structure.........7 Description of the Common Stock...........................................7 Certain Effects of the Recapitalization..................................10 Increased Number of Authorized Shares....................................11 Description of Preferred Stock...........................................12 Directors................................................................13 Shareholder Meetings.....................................................13 Indemnification..........................................................14 INTERESTS OF CERTAIN PERSONS................................................15 AVAILABLE INFORMATION.......................................................15 EXHIBIT A - Amended and Restated Articles of Incorporation................A-1 VOTING SECURITIES This Information Statement is being mailed on or about October __, 1996 to all shareholders of record as of the Record Date. As of the Record Date, the Company had 2,294,926 shares of Existing Common Stock issued and outstanding. Each share of Existing Common Stock is generally entitled to one vote on matters submitted for shareholder approval. As indicated above, the Restated Articles have been approved by the holders of over 50% of the outstanding shares of Existing Common Stock. Accordingly, no other vote of the Company's shareholders is required in connection with the adoption of the Restated Articles. Florida law does not provide rights of appraisal or similar rights of dissenters with respect to the Company's adoption of the Restated Articles. SECURITY OWNERSHIP The following table sets forth certain information as of the Record Date with respect to the beneficial ownership of the Company's Existing Common Stock by: (i) each person known by the Company to be the beneficial owner of more than 5% of the outstanding shares of Existing Common Stock, (ii) each director of the Company who beneficially owns any such shares, (iii) each of the Company's executive officers who beneficially owns any such shares, and (iv) all directors and executive officers of the Company as a group. NAME OF NUMBER BENEFICIAL OWNER (1) OF SHARES (2) PERCENT ---------------------------- --------------------- ------------- France Family Group(3).... 1,408,779 61.4% James C. France(4)........ 989,085 43.1 William C. France(5)...... 969,461 42.3 Lesa D. Kennedy(6)........ 24,331 1.1 Raymond K. Mason, Jr.(7).. 23,116 1.0 Brian Z. France........... 19,116 * James H. Foster(8)........ 14,721 * Thomas W. Staed........... 3,000 * H. Lee Combs(9)........... 2,537 * James H. Hunter........... 1,717 * John E. Graham, Jr........ 1,250 * W. Grant Lynch, Jr........ 1,147 * Robert W. Emerick..... 1,000 * Chapman J. Root, II....... 900 * Robert E. Smith........... 729 * J. Hyatt Brown(10).... 600 * Susan G. Schandel......... 444 * John R. Cooper............ 100 * Christy F. Harris......... 10 * All directors and executive officers as a group (20 persons)(11)............. 1,421,818 62.0% - ------------------------- * Less than 1%. (1) Unless otherwise indicated, the address of each of the beneficial owners identified is c/o the Company, 1801 West International Speedway Boulevard, Daytona Beach, Florida 32114. (2) Unless otherwise indicated, each person has sole voting and investment power with respect to all such shares. (3) Reflects the aggregate of 1,370,547 shares indicated in the table as beneficially owned by James C. France, William C. France, Lesa D. Kennedy and Brian Z. France, as well as 38,232 shares held of record by the adult children of James C. France (such persons collectively, the "France Family Group"). See footnotes (4), (5) and (6). (4) Reflects (i) 17,848 shares held of record by Mr. France, (ii) 20,315 shares held of record by Sharon M. France, his spouse, (iii) 19,116 shares held of record by Mr. France as custodian for his minor daughter, Amy Lea, (iv) 507,675 shares held of record by Western Opportunity Limited Partnership ("Western Opportunity"), (v) 300,000 shares held of record by Carl Investment Limited Partnership ("Carl"), and (vi) 124,131 shares held of record by White River Investment Limited Partnership ("White River"). James C. France is the sole shareholder and director of (x) Principal Investment Company, one of the two general partners of Western Opportunity, (y) Quaternary Investment Company, the general partner of Carl, and (z) Secondary Investment Company, one of the two general partners of White River. Also see footnote (5). Does not include an aggregate of 38,232 shares held of record by the adult children of James C. France. (5) Reflects (i) 17,700 shares held of record by Mr. France, (ii) 20,315 shares held of record by Betty Jane France, his spouse, (iii) 507,675 shares held of record by Western Opportunity, (iv) 300,000 shares held of record by Polk City Limited Partnership ("Polk City"), and (v) 124,131 shares held of record by White River. William C. France is the sole shareholder and director of each of (x) Sierra Central Corp., one of the two general partners of Western Opportunity, (y) Boone County Corporation, the general partner of Polk City, and (z) Cen Rock Corp., one of the two general partners of White River. Also see footnote (4). Does not include the aggregate of 43,447 shares shown in the table as beneficially owned by Lesa D. Kennedy and Brian Z. France, adult children of William C. France. (6) Reflects (i) 22,216 shares held of record by Ms. Kennedy, (ii) 1,065 shares held of record by Ms. Kennedy as custodian for her minor son, Benjamin, and (iii) 1,050 shares held of record as joint tenants with Bruce S. Kennedy, her spouse. (7) Includes 10,000 shares owned by American Banks of Florida, Inc. (Mr. Mason serves as President and a director of, and has an 18% interest in, this entity), as to which Mr. Mason disclaims beneficial ownership. (8) Reflects (i) 4,721 shares held of record by Mr. Foster, (ii) 5,000 shares held of record by Mr. Foster as trustee, and (iii) 5,000 shares held of record by Barbara S. Foster, his spouse, as trustee. (9) Reflects 2,487 shares held of record by Mr. Combs and 50 shares held of record as joint tenants with Karen Combs, his spouse. (10) Reflects shares held of record as joint tenants with Cynthia R. Brown, his spouse. (11) See footnotes (4) through (10). 2 THE RESTATED ARTICLES GENERAL Effective September 5, 1996, the Company's Board of Directors unanimously approved and adopted the Restated Articles and recommended that such Restated Articles be submitted to the Company's shareholders for approval. As described in further detail in "-Reasons for the Dual Class Structure," one of the principal purposes of the Restated Articles is to provide flexibility in considering, proposing, and structuring acquisition and financing transactions to potentially augment the Company's growth. Effective September __, 1996, members of the France Family Group (see "Security Ownership"), holding in the aggregate over 50% of the outstanding shares of Existing Common Stock, approved the Restated Articles. The following is a summary of the material terms of the Restated Articles. This summary is qualified in its entirety by reference to the complete text of the Restated Articles, which is attached to this Information Statement as Exhibit A. Shareholders are urged to read the actual text of the Restated Articles in its entirety. SUMMARY OF RECAPITALIZATION AND NEWLY AUTHORIZED COMMON STOCK The Company's authorized capital stock currently consists of 5,000,000 shares of Existing Common Stock, of which 2,294,926 shares are outstanding. The Restated Articles modify the Company's capitalization such that, upon filing, the Company's authorized capital stock will also include 80 million shares of Class A Common Stock, 40 million shares of Class B Common Stock and one million shares of Preferred Stock. The Company has previously announced that it has filed a registration statement (the "Registration Statement") with the Securities and Exchange Commission (the "SEC"), with respect to a proposed underwritten public offering of approximately 4.0 million shares of Class A Common Stock (the "Public Offering"). The Restated Articles will become effective upon filing with the Secretary of State of the State of Florida. However, the Restated Articles expressly provide that the Recapitalization will not become effective until the effective date (the "Effective Date") of the Registration Statement (i.e., the commencement of the Public Offering). Pursuant to the Recapitalization, each share of Existing Common Stock will be automatically converted into 15 shares of Class B Common Stock on the Effective Date. As further described in "-Description of Common Stock," the economic rights of the Class A Common Stock and the Class B Common Stock (collectively the "Common Stock") will be identical, except that each share of Class A Common Stock will entitle the holder thereof to one-fifth (1/5) vote in respect of matters submitted for the vote of holders of Common Stock, whereas each share of Class B Common Stock will entitle the holder thereof to one (1) vote on such matters. Commencing on the 91st day after the Effective Date of the Public Offering, each share of Class B Common Stock will be convertible on a one-for-one basis at any time at the election of the holder into one fully paid and nonassessable share of Class A Common Stock. ANTICIPATED EFFECTIVE DATE OF PUBLIC OFFERING AND RECAPITALIZATION The Company's present intent is to file the Restated Articles only if management believes that the proposed Public Offering is reasonably likely to be consummated. Management currently anticipates that the Public Offering will commence on or about the last week of October 1996. However, there currently are no firm commitments from any person to purchase any Class A Common Stock. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE REGISTRATION STATEMENT WILL BE DECLARED EFFECTIVE OR THAT THE PUBLIC OFFERING WILL BE CONSUMMATED. If the Restated Articles are filed with the Secretary of the State of Florida, but the Registration Statement is not declared effective, all of the provisions of the Restated Articles except the Recapitalization will become effective. In such case, there will be no conversion of the Existing Common Stock to Class B Common Stock pursuant to the Recapitalization or distribution of Class A Common Stock pursuant to the Public Offering. 3 Assuming the Registration Statement is declared effective by the SEC, each issued share of Existing Common Stock will automatically be converted upon the Effective Date into 15 shares of Class B Common Stock. Outstanding certificates representing shares of Existing Common Stock will be deemed to represent shares of Class B Common Stock following the Effective Date; provided, however, that each person holding of record a certificate or certificates that formerly represented shares of Existing Common Stock will receive, upon surrender of each such certificate or certificates, together with a properly executed letter of transmittal to the Company's transfer agent (the "Transfer Agent"), a new certificate or certificates evidencing and representing the number of shares of Class B Common Stock to which such person is entitled. SHAREHOLDERS SHOULD NOT SUBMIT ANY CERTIFICATES REPRESENTING SHARES OF EXISTING COMMON STOCK PRIOR TO THE EFFECTIVE DATE AND INSTEAD SHOULD RETAIN SUCH CERTIFICATES PENDING RECEIPT OF A FORM OF SUCH LETTER OF TRANSMITTAL FROM THE TRANSFER AGENT. ANTITAKEOVER EFFECTS OF DUAL CLASS STOCK STRUCTURE AND OTHER PROVISIONS OF RESTATED ARTICLES Certain provisions of the Restated Articles may deter or frustrate a takeover attempt of the Company that a holder of Existing Common Stock might consider in its best interest, including those attempts that might result in a premium over the market price for the capital stock held by the shareholder. Set forth below is a brief summary of the principal anti-takeover effects of the Restated Articles. DUAL CLASS STOCK STRUCTURE. Holders of Class A Common Stock will have per share voting rights that are one-fifth of the voting rights of holders of Class B Common Stock. One of the principal purposes of having two classes of common stock with different voting rights is to maintain existing shareholders' control of the Company. See "Certain Potential Disadvantages of the Dual Class Stock Structure-Control by France Family." PREFERRED STOCK. Upon filing of the Restated Articles, the Board of Directors of the Company will be authorized, without further shareholder action, to divide any or all shares of the authorized Preferred Stock into series and fix and determine the designations, preferences and relative rights and qualifications, limitations, or restrictions thereon of any series so established, including voting powers, dividend rights, liquidation, preferences, redemption rights and conversion privileges. The issuance of Preferred Stock with voting rights or conversion rights may adversely affect the voting power of the Common Stock, including the loss of voting control to others. CLASSIFIED BOARD OF DIRECTORS. The Restated Articles (like the Company's existing bylaws) provide for the Board of Directors to be divided into three classes of directors serving staggered three-year terms. As a result, approximately one-third of the Board of Directors will be elected each year. These provisions, when coupled with the provision of the Articles authorizing only the Board of Directors to fill vacancies in the Board, may deter a shareholder from removing incumbent directors and simultaneously gaining control of the Board of Directors by filling the vacancies created by such removal with its own nominees. SPECIAL MEETING OF SHAREHOLDERS. The Restated Articles further provide that special meetings of shareholders of the Company may be called only by the Board of Directors, the Chairman of the Board or holders of not less than 50% of the votes entitled to be cast at the special meeting. ADVANCE NOTICE REQUIREMENTS FOR SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS. The Restated Articles provide that shareholders seeking to bring business before an annual meeting of shareholders, or to nominate candidates for election as directors at an annual or special meeting of shareholders, must provide timely notice thereof in writing. To be timely, with respect to an annual meeting, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Company not less than 120 days nor more than 180 days prior to the first anniversary of the date of the Company's notice of annual meeting with respect to the previous year's meeting. The Restated Articles also specify certain requirements for a shareholder's notice to be in proper written form. These provisions may preclude shareholders from bringing matters before the shareholders at an annual or special meeting or from making nominations for directors at an annual or special meeting. AUTHORIZED BUT UNISSUED SHARES. The Restated Articles provide for a significant number of authorized but unissued shares of Common Stock and Preferred Stock that will be available for future issuance without shareholder approval. These additional shares may be utilized for a variety of corporate purposes, including future public offerings to raise additional capital, corporate acquisitions and employee benefit plans. The existence of authorized 4 but unissued and unreserved Common Stock and Preferred Stock may enable the Board of Directors to issue shares to persons friendly to current management which could render more difficult or discourage an attempt to obtain control of the Company by means of a proxy contest, tender offer, merger or otherwise, and thereby protect the continuity of the Company's management. BACKGROUND OF THE RESTATED ARTICLES AND RECAPITALIZATION In recent years, a number of publicly held companies have adopted capital structures utilizing two classes of common stock. As part of its consideration of a potential public offering of equity securities, management of the Company became interested in effecting such a "dual class" structure in order to provide flexibility in considering, proposing and structuring acquisition and financing transactions to potentially augment the Company's growth. As indicated in "Security Ownership," the France Family Group beneficially owns approximately 62% of the issued and outstanding shares of Existing Common Stock. In light of the possible effects of a dual class stock structure on the shareholders of the Company (including the France Family Group), on July 3, 1996, the Board of Directors appointed a special committee (the "Special Committee") of four independent directors. The four members were Christy F. Harris, who served as chairman of the Special Committee, J. Hyatt Brown, Raymond K. Mason, Jr. and Lloyd E. Reuss. The Special Committee was asked to review the proposed recapitalization and recommend to the Board of Directors whether or not to proceed. The Special Committee formally met two times relating to a recapitalization (such number does not include informal meetings or discussions that members of the Special Committee had with the Company's legal counsel or representatives of Smith Barney Inc. ("Smith Barney"), one of the representatives of the underwriters in the proposed Public Offering). On September 3, 1996, the Special Committee held a conference call meeting with legal counsel and representatives of Smith Barney. The objectives sought to be achieved by, and the various proposed terms of, the Restated Articles and Recapitalization were reviewed. The anticipated benefits and possible disadvantages of the dual class stock structure of the Recapitalization to be effected by the Restated Articles were also discussed. See "- Reasons for the Dual Class Structure" and "- Certain Potential Disadvantages of the Dual Class Structure." At that meeting, they also discussed the potential market price differential between voting and non-voting or lesser-voting shares, the potential impact on market liquidity, the potential reaction of institutional investors to non-voting or lesser-voting stock structures and the potential impact on the Company's ability to raise capital. Smith Barney did not receive any fee for its participation in the Special Committee's analysis of the Restated Articles; however, Smith Barney is expected to receive certain underwriter compensation in connection with the proposed Public Offering. In addition, the Company has indemnified Smith Barney against certain liabilities and expenses it may incur in connection with its services. At a meeting on September 5, 1996, at which all members were present, the Special Committee formulated its recommendation to the Board of Directors that the Company adopt the Restated Articles. All of the members of the Special Committee voted to recommend to the Board of Directors the adoption of the Restated Articles. At its meeting on September 5, 1996, the Board of Directors considered the Special Committee's recommendation. The Board discussed the Company's market liquidity, shareholder positions, growth objectives, capital structure and recommendations of the Special Committee. Following such discussions, the Board of Directors concluded that the advantages of the Restated Articles outweighed the potential disadvantages, and unanimously voted to approve the recommendation of the Special Committee to adopt the Restated Articles and to recommend their adoption to the Company's shareholders. The Company's Board of Directors then directed that the proposed terms of the Restated Articles be finalized, that the Restated Articles be submitted to the France Family Group for approval and that this Information Statement be filed with the SEC. REASONS FOR THE DUAL CLASS STRUCTURE The Board of Directors believes that the adoption of the Restated Articles, including the dual class stock structure created thereby, is in the best interests of the Company. The material advantages and disadvantages of the dual class stock structure considered by the Special Committee and the Board of Directors are set forth herein. The Board of Directors believes that the creation of a capital structure with both full-voting Class B Common Stock and 5 lesser-voting Class A Common Stock will offer a number of potential benefits to the Company and its shareholders as set forth below: FINANCING FLEXIBILITY AND THE PUBLIC OFFERING. By authorizing the Company to issue either full-voting or lesser-voting shares, the Restated Articles will provide the Company with increased flexibility to issue Class A Common Stock (i) in order to raise equity capital (either through direct issuances of stock or through issuances of convertible securities) to finance future capital expenditures and to finance the future growth of the Company, (ii) as consideration for future acquisitions, and (iii) in connection with employee stock benefit plans as a means of attracting, compensating and retaining key employees, without materially diluting the voting power of the Company's existing shareholders, even though their relative equity interests would decrease. Management believes that by providing the Company with the ability to issue lesser-voting equity securities, the Restated Articles also help mitigate any reluctance that the France Family Group, which controls the Company (see "Security Ownership" and "Interests of Certain Persons"), might otherwise have to support the issuance of significant amounts of additional common stock because of the accompanying voting dilution. Avoiding such voting dilution also reduces the risk of disruption in the continuity of the Company's management, current policy and long-term strategy, as discussed below under "--Continuity." The Company intends initially to take advantage of such financing flexibility through the proposed Public Offering. SHAREHOLDER FLEXIBILITY AND LIQUIDITY. Assuming that the proposed Public Offering is consummated, the Company's existing shareholders will collectively hold approximately 97.7% of the combined voting power of both the Class A Common Stock and the Class B Common Stock. The Restated Articles would therefore provide all shareholders, including the France Family Group, increased flexibility to dispose of a portion of their equity interest in the Company without significantly affecting their relative voting power. Because shareholders who are interested in maintaining their voting interest in the Company may be more willing to sell shares of the Company if such sale does not result in a corresponding decrease in their relative voting power, the Restated Articles may also result in increased trading of the equity securities of the Company, thereby increasing liquidity. CONTINUITY. The Restated Articles will provide the Company with the flexibility to issue Class A Common Stock for financing, acquisition and compensation purposes without materially diluting the voting power of the Company's existing shareholders, including the France Family Group. As a practical matter, the Restated Articles will permit the France Family Group to retain a majority of the voting power of the Company even if it substantially reduces its equity interest in the Company. Accordingly, the Recapitalization is expected to reduce the risk of disruption in the continuity of the Company's management and its current operating policies and long-term strategy that might otherwise result if members of the France Family Group were to sell a substantial percentage of their shares of Existing Common Stock. KEY EMPLOYEES. The Restated Articles are intended to permit all employees of the Company to continue to concentrate on their employment responsibilities by reducing concerns, if any, that the future of the company could be affected by real or perceived succession issues or by an unsolicited takeover attempt that might otherwise be triggered by significant sales of shares of Existing Common Stock by the France Family Group in the future. By reducing these uncertainties, the Restated Articles may enhance the ability of the Company to attract and retain highly qualified key employees. In addition, the Company's ability to issue Class A Common Stock will increase the Company's flexibility in structuring compensation plans and arrangements so those employees may continue to participate in the growth of the Company without materially diluting the voting power of existing shareholders. KEY SPONSORS AND SANCTIONING BODIES. The Restated Articles are also intended to provide reassurance to long-time sponsors, sanctioning bodies and other entities that have significant business relationships with the Company, each of which may have concerns about potential changes in control, thereby increasing their willingness to enter into long-term commitments with the Company. 6 CERTAIN POTENTIAL DISADVANTAGES OF THE DUAL CLASS STOCK STRUCTURE While the Board of Directors has determined that the implementation of the dual class stock structure reflected in the Restated Articles is in the best interest of the Company, such structure may also be considered to have certain disadvantages, including, but not limited to, those set forth below and those set forth under "--Certain Effects of the Recapitalization." CONTROL BY FRANCE FAMILY. Upon the issuance of the approximately 4.0 million shares of Class A Common Stock currently anticipated to be offered in the Public Offering, the France Family Group will own approximately 55% of the Company's outstanding capital stock and retain approximately 60% of the combined voting power of all outstanding Class A Common Stock and Class B Common Stock. If the members of the France Family Group vote their shares of common stock in the same manner, the France Family Group will have sufficient voting power (without the consent of the Company's other shareholders) to elect the entire Board of Directors of the Company and, in general, to determine the outcome of various matters submitted to shareholders for approval, including fundamental corporate transactions. Members of the France Family Group have advised the Company that they do not presently intend to convert the Class B Common Stock to be beneficially owned by them after the Recapitalization into Class A Common Stock. To the extent that other holders of Class B Common Stock elect to convert, the relative voting power of the France Family Group will increase. Voting control by the France Family Group may discourage certain types of transactions involving an actual or potential change in control of the Company, including transactions in which the holders of Common Stock might receive a premium for such shares over prevailing market prices. Consequently, the Restated Articles may deprive the Company's shareholders of an opportunity to sell their shares at a premium over the prevailing market prices in a change of control transaction and may also make it more difficult to replace the current members of the Board of Directors and management of the Company. INVESTMENT BY INSTITUTIONS. The dual class stock structure effected by the Restated Articles may affect the decision of certain institutional investors that would otherwise consider investing in or retaining the Existing Common Stock. The holding of lesser-voting shares may not be permitted by the investment policies of certain institutional investors. The Company is not aware of the effect, if any, that the adoption of the Restated Articles will have on the continued holdings of those institutional investors who currently own Existing Common Stock ACQUISITION ACCOUNTING. In order for the Company to effect a business combination to be accounted for using the "pooling of interests" method, the Company would be required to issue Class B Common Stock in order to effect any such combination. Class A Common Stock may not be used, either alone or in combination with Class B Common Stock, to effect a business combination utilizing such method of accounting. STATE STATUTES. Some state securities law statutes contain provisions which, following the issuance of Class A Common Stock, may restrict certain offerings of equity securities by the Company or the secondary trading of such equity securities in those states. However, due to exemptions or for other reasons, the Company does not believe that such provisions will have a material adverse effect on the amount of equity securities that the Company will be able to offer, the price obtainable for such equity securities in such an offering, or the secondary trading market for the Company's equity securities. SECURITY FOR CREDIT. While there can be no assurance, the Company does not expect that the implementation of the dual class stock structure reflected in the Restated Articles will affect the ability of shareholders to use shares of either Class A Common Stock or Class B Common Stock as security for the extension of credit by financial institutions, securities brokers or dealers. DESCRIPTION OF THE COMMON STOCK The terms of the Class A Common Stock and the Class B Common Stock are set forth in full in Article III of the Company's Restated Articles (attached hereto as Exhibit A). The rights of the two classes will be identical except as otherwise described below. 7 VOTING. Under the Company's current Articles of Incorporation, each share of Existing Common Stock is entitled to one vote per share. By contrast, (i) each share of Class B Common Stock will be entitled to one vote per share, and (ii) each share of Class A Common Stock will be entitled to one-fifth vote per share. Except as required by applicable law, holders of Class A Common Stock and Class B Common Stock will vote together, with each other, and not as separate classes, on all matters submitted to a vote of the shareholders. Neither the Class A Common Stock nor the Class B Common Stock will have cumulative voting rights. The Restated Articles do not themselves affect the relative voting power of holders of Existing Common Stock. DIVIDENDS AND DISTRIBUTIONS. The Restated Articles provide that, subject to the rights of the holders of the Company's Preferred Stock, the holders of Class A Common Stock and Class B Common Stock will be entitled to receive when, as and if declared by the Board, out of funds legally available therefor, dividends and other distributions payable in cash, property, stock (including shares of any class or series of the Company, whether or not shares of such class or series are already outstanding) or otherwise. Each share of Class A Common Stock and each share of Class B Common Stock will have identical rights with respect to dividends and distributions, subject to the following: (i) a stock dividend of the Company's Common Stock on Class B Common Stock may be paid in Class A Common Stock or Class B Common Stock or a combination of both; (ii) a stock dividend of the Company's Common Stock on Class A Common Stock may be paid only in shares of Class A Common Stock; (iii) a dividend or distribution with respect to Class A Common Stock or Class B Common Stock payable in shares of the Company's capital stock may be paid or made only in shares of Class A Common Stock and/or Class B Common Stock; (iv) whenever a dividend or distribution is payable in shares of Class A Common Stock and/or Class B Common Stock, the number of shares of Common Stock payable per each share of Common Stock shall be equal in number; and (v) a stock dividend on Class B Common Stock that is paid in shares of Class B Common Stock will be considered to be identical to a stock dividend on Class A Common Stock that is paid in a proportionate number of shares of Class A Common Stock. The dividend provisions of the Restated Articles provide the Board of Directors with the flexibility to determine appropriate dividend levels, if any, under the circumstances from time to time. CONVERTIBILITY. Except as described below, neither the Class A Common Stock nor the Class B Common Stock will be convertible into another class of securities of the Company. OPTIONAL CONVERSION. Commencing on the 91st day after the Effective Date of the proposed Public Offering, each share of Class B Common Stock will be convertible (each an "Optional Conversion") at any time and from time to time at the election of the holder thereof into one fully paid and nonassessable share of Class A Common Stock. Any holder of Class B Common Stock may effect an Optional Conversion by surrendering the certificate or certificates representing the shares of Class B Common Stock to be converted, duly endorsed, to the Transfer Agent, together with a written notice that the holder elects to convert all or a specified whole number of shares of Class B Common Stock to Class A Common Stock. Such holder or its nominee or nominees will receive a new certificate or certificates representing the shares of Class A Common Stock issued upon such conversion and, if any shares of Class B Common Stock of such holder are not converted, a new certificate or certificates representing such shares of Class B Common Stock. Optional Conversions will be deemed to occur immediately prior to the close of business on the date the Transfer Agent receives such certificate or certificates and the related written notice. Optional Conversion will be possible only after 90 full days elapse after the Effective Date of the Public Offering. Delaying the convertibility of Class B Common Stock for this limited period is intended to facilitate an orderly offering and distribution of the Class A Common Stock. SHAREHOLDERS SHOULD NOT DELIVER ANY NOTICE OF CONVERSION PRIOR TO THAT TIME. MANDATORY CONVERSION. If, on the record date for any meeting of shareholders of the Company, the number of shares of Class B Common Stock then outstanding constitutes less than 10% of the aggregate number of shares of Class A Common Stock and Class B Common Stock outstanding, then each outstanding share of Class B Common Stock will thereupon be converted automatically into one fully paid and nonassessable share of Class A Common Stock (a "Mandatory Conversion"). Upon such Mandatory Conversion, notice will be given by the Company as soon as practicable, but no later than the next meeting of shareholders of the Company, by means of a press release and written notice to all holders of Class B Common Stock. Upon such Mandatory Conversion, the holders of Class B Common Stock will be required to deliver promptly the certificate or certificates representing such shares of Class B 8 Common Stock to the Transfer Agent. Each such holder or its nominee or nominees will receive a new certificate or certificates representing the shares of Class A Common Stock issued upon conversion. The Mandatory Conversion feature included in the Restated Articles is required by the National Association of Securities Dealers (the "NASD") for the Class A Common Stock to be quoted on the Nasdaq National Market System. Nevertheless, in view of the absence of a present intention by the Company to repurchase any such shares and the substantial number of shares of Class A Common Stock that would be required to be issued to reach the 10% threshold for a Mandatory Conversion, the Board of Directors believes it unlikely that this provision will be triggered in the foreseeable future. However, in the event of any such Mandatory Conversion, to the extent that the market price of the Class A Common Stock is higher or lower than the market price of the Class B Common Stock immediately prior to such Mandatory Conversion, the market price of the Class A Common Stock held by particular holders may be adversely affected by the Mandatory Conversion. GENERAL. Shares of Class B Common Stock that are converted into Class A Common Stock as provided herein shall continue to be authorized and available for reissue by the Company in certain circumstances. The Restated Articles require the Company to reserve and keep available sufficient shares of Class A Common Stock, in addition to any shares of Class A Common Stock then outstanding, to allow conversion of Class B Common Stock into Class A Common Stock. The Restated Articles also require that if any shares of Class A Common Stock require registration with or approval of any governmental authority under any federal or state law before such shares of Class A Common Stock may be issued upon conversion, the Company will cause such shares of Class A Common Stock to be duly registered or approved, as the case may be. The Company is also required to endeavor to use its best efforts to list the shares of Class A Common Stock to be delivered upon conversion prior to such delivery upon each national securities exchange, upon which the outstanding shares of Class A Common Stock are listed at the time of such delivery. No adjustments in respect of dividends shall be made upon an Optional Conversion or Mandatory Conversion of any Class B Common Stock; provided, however, that if a share of Class B Common Stock is converted subsequent to the record date for the payment of a dividend or other distribution on Class B Common Stock but prior to such payment, then the registered holder of such share of Class B Common Stock at the close of business on such record date will be entitled to receive the dividend or other distribution payable on such share of Class B Common Stock on such date notwithstanding the Optional Conversion or Mandatory Conversion thereof or the Company's default in payment of the dividend due on such date. SPLITS OR COMBINATIONS. The Restated Articles provide that, if the Company shall in any manner split, subdivide or combine the shares of outstanding Class A Common Stock or Class B Common Stock, then the outstanding shares of the other such class shall be proportionately split, subdivided or combined in the same manner and on the same basis as the outstanding shares of the class that has been split, subdivided or combined. MERGERS AND CONSOLIDATIONS. In the event of a merger, consolidation or combination of the Company with another entity (whether or not the Company is the surviving entity), the holders of Class A Common Stock and Class B Common Stock will be entitled to receive the same per share consideration in that transaction, except that any common stock that holders of Class A Common Stock and Class B Common Stock are entitled to receive in any such event may differ as to voting rights and otherwise to the extent and only the extent that the Class A Common Stock and the Class B Common Stock differ as set forth in Article III of the Restated Articles. LIQUIDATION. In the event of liquidation, after payment of the debts and other liabilities of the Company and after making provision for the holders of Preferred Stock, if any, the remaining assets of the Company will be distributable ratably among the holders of the Class A Common Stock and Class B Common Stock treated as a single class. PREEMPTIVE RIGHTS. Neither the Class A Common Stock nor the Class B Common Stock will carry any preemptive rights enabling a holder to subscribe for or receive shares of the Company of any class or any other securities convertible into any class of the Company's stock. 9 SALES AND REPURCHASES. The Restated Articles specifically provide that the Board of Directors is permitted to authorize the sale of shares of either class of Common Stock even though a higher price could be obtained by selling shares of the other class due to differing values and market prices for such classes. The Restated Articles also provide that the Board of Directors is permitted to authorize the repurchase of shares of either class of Common Stock without regard to whether a lesser price could be paid for the same number of shares of the other class. SHAREHOLDER INFORMATION. The Company will deliver to the holders of Class A Common Stock and Class B Common Stock the same proxy statements, annual reports and other information and reports as it currently delivers to holders of the Existing Common Stock. CERTAIN EFFECTS OF THE RECAPITALIZATION EFFECTS ON RELATIVE OWNERSHIP INTEREST AND VOTING POWER. On the Effective Date of the Public Offering, each outstanding share of Existing Common Stock will automatically be converted into 15 shares of Class B Common Stock. The Recapitalization will not itself affect the relative voting power or equity interests of the holders of Existing Common Stock. Such shareholders' relative voting power will change only upon and to the extent impacted by (i) the sale of Class A Common Stock in the proposed Public Offering, (ii) the conversion of Class B Common Stock into Class A Common Stock, and (iii) future issuances of voting stock. The relative equity interests of holders of Existing Common Stock will also be diluted by future issuances of capital stock, including pursuant to the proposed Public Offering. EFFECT ON MARKET VALUE AND PRICE. The Company believes that the market value of the Class B Common Stock immediately after the Recapitalization will not be materially less than the market value of the Existing Common Stock immediately prior to the announcement of the Recapitalization, but there can be no assurance as to the trading prices of either the Class A Common Stock or the Class B Common Stock. The Existing Common Stock is currently traded in the over-the-counter market. On the Record Date, the average of the bid and the ask price per share of the Existing Common Stock was $____________. If the market price of the Class A Common Stock were to drop significantly below the market price of the Class B Common Stock, the potential benefits of the Restated Articles' dual class stock structure with respect to flexibility for financings by the Company or resales by the shareholders may be limited. EFFECT ON TRADING MARKET. The Company anticipates that upon the closing of the proposed Public Offering, the trading market for Class A Common Stock will be more active than that for the Class B Common Stock as a result of the both the distribution of Class A Common Stock in the Public Offering and its listing on the Nasdaq National Market. Any issuance of additional shares of Class A Common Stock by the Company after the proposed Public Offering or any Optional Conversion of Class B Common Stock into Class A Common Stock may serve to further increase market activity in the Class A Common Stock relative to the Class B Common Stock. Greater market activity may result in increased volatility in pricing and could enlarge any price differential, either higher or lower, between the Class A Common Stock and the Class B Common Stock. Although there can be no assurance as to the number of shares of Class B Common Stock that will be converted into Class A Common Stock pursuant to an Optional Conversion, the members of the France Family Group have advised the Company that they do not intend to convert the Class B Common Stock to be beneficially owned by them into Class A Common Stock. EFFECT ON INCENTIVE PLAN. Holders of shares of Existing Common Stock issued under the Company's 1994 Long-Term Incentive Plan will be treated the same as all other holders of Existing Common Stock. Pursuant to the Recapitalization, such holders will receive 15 shares of Class B Common Stock for each share of Existing Common Stock. All such shares of Class B Common Stock will be subject to all restrictions that currently apply to the Existing Common Stock issued under the Company's 1994 Long-Term Incentive Plan. SUBSEQUENT AMENDMENTS. The Restated Articles will not prevent the Company from taking any action, or otherwise affect the Company's ability, with the requisite approval of its shareholders, to adopt any future amendments to the Company's Restated Articles for the purpose of further changing the Company's capital structure or for any other lawful purpose. The issuance of Preferred Stock with voting rights or conversion rights may adversely affect the voting power of the Class A Common Stock and the Class B Common Stock. 10 CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES. The following discussion sets forth the principal U.S. federal income tax consequences of an exchange of Existing Common Stock for Class B Common Stock pursuant to the Recapitalization. This discussion is based on the advice of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. to the Company. The discussion is based on existing law, which is subject to change, possibly with retroactive effect. The discussion does not deal with all tax consequences that may be relevant to a particular shareholder in light of the shareholder's individual circumstances or to a shareholder (for example, a dealer in securities, an insurance company, a tax-exempt organization or a foreign person) that may be subject to special rules. Each shareholder is urged to consult his own tax adviser with respect to the application of the U.S. federal income tax laws to the shareholder's particular situation as well as any tax consequences arising under the laws of any state, local or foreign taxing jurisdiction. A shareholder will recognize no gain or loss on the exchange of a share of Existing Common Stock for shares of Class B Common Stock pursuant to the Recapitalization. The tax basis of a share of Class B Common Stock received pursuant to the Recapitalization will equal 1/15th of the tax basis of the share of Existing Common Stock exchanged (in part) therefor. The holding period of a share of Class B Common Stock received pursuant to the Recapitalization will include the holding period of the share of Existing Common Stock exchanged (in part) therefor. SECURITIES ACT OF 1933. The conversion of each share of Existing Common Stock into shares of Class B Common Stock pursuant to the Recapitalization is not subject to the registration requirements of the Securities Act. Class B Common Stock held immediately upon the Effective Date, other than any such shares held by affiliates of the Company within the meaning of the Securities Act, may be offered for sale and sold in the same manner as the Existing Common Stock without registration under the Securities Act. Affiliates of the Company, including members of the France Family Group, will continue to be subject to, among others, the restrictions specified in Rule 144 under the Securities Act with respect to sales of Class B Common Stock NASD CRITERIA. The Existing Common Stock is traded in the over-the-counter market. The Company has filed an application with the NASD for the Class A Common Stock to be quoted on the Nasdaq National Market. The Class B Common Stock will not be listed on the Nasdaq National Market, and will be traded only in the over-the-counter market. The dual class stock structure effected by the Restated Articles is intended to comply with the requirements of Rule 19c-4 (the "Rule") adopted in July 1988 by the SEC under the Exchange Act. Although a Federal appellate court has vacated such Rule as a rule of the SEC, the Rule has been adopted as a standard for quotation on the Nasdaq National Market System by the NASD. The effect of the Rule is to prohibit the quotation on the Nasdaq National Market System of any securities of an issuer if such issuer "issues any class of security, or takes other corporate action, with the effect of nullifying, restricting, or disparately reducing the per share voting rights of holders of an outstanding class or classes of common stock of such issuer...." The purpose of the Rule is to prohibit stock issuances and other corporate actions that have a "disenfranchising effect" on existing shareholders. Future issuances of Class B Common Stock may be subject to the Rule, and the Company may be required to seek and obtain NASD approval in connection with such issuances. POTENTIAL CHANGES IN LAWS OR REGULATIONS. In the past, bills have been introduced in Congress that, if enacted, would have prohibited the registration of common stock on a national securities exchange or the quoting of such common stock on the Nasdaq National Market if such common stock were part of a class of securities which has no voting rights or carried disproportionate voting rights. While these bills have not been acted upon by Congress, there can be no assurance that such a bill (or a modified version thereof) will not be introduced in Congress in the future. Legislation or other regulatory developments could make the Company's Class A Common Stock and Class B Common Stock ineligible for trading on national securities exchanges or for quotation on the Nasdaq National Market. The Company is unable to predict whether any such regulatory proposals will be adopted or whether they will have such effect. Increased Number of Authorized Shares. The Company's authorized capital currently consists of 5,000,000 shares of Existing Common Stock, 2,294,926 of which are presently outstanding and 2,705,074 of which are available for future issuance. Upon filing 11 of the Restated Articles, the Company's authorized capital stock will also include 80 million shares of Class A Common Stock, 40 million shares of Class B Common Stock and one million shares of Preferred Stock. See "Description of Preferred Stock." Approximately 4.0 million shares of Class A Common Stock are expected to be issued in the Public Offering, leaving approximately 76 million shares available for future issuance (including by conversion) without any requirement of further shareholder approval, except as may be required by the rules of the Nasdaq National Market or by Florida law. Additionally, approximately 34.4 million shares of Class B Common Stock will be outstanding following the effectiveness of the Recapitalization, and approximately 5.6 million shares will be available for future issuance without any requirement of further shareholder approval, except as may be required by Florida law. The Board of Directors believes it desirable that the Company have the flexibility of being able to issue additional Class A Common Stock, Class B Common Stock and/or Preferred Stock without shareholder approval. Shareholders have no preemptive rights to purchase any stock of the Company, and may not cumulate votes in the election of directors. The additional shares of Class A Common Stock, Class B Common Stock, and/or Preferred Stock might be issued at such times and under such circumstances as to have a dilutive effect on earnings per share and on the equity ownership or voting power of the present holders of the Existing Common Stock. While the Restated Articles were not approved for this reason, the availability of additional shares of capital stock could enhance the Board of Directors' bargaining capability on behalf of the Company's shareholders in a takeover situation. The additional shares could also be used, either alone or in combination, to render more difficult or discourage a merger, tender offer or proxy contest, the assumption of control by a holder of a large block of the Company's securities or the removal of incumbent management, even if such a transaction were favored by the holders of the requisite number of shares of the Company's common stock, by increasing the aggregate number of outstanding shares of stock and thus the number of shares required to accomplish such a transaction. DESCRIPTION OF PREFERRED STOCK The Company's existing Articles of Incorporation contain no provision for the issuance of Preferred Stock. The Restated Articles authorize 1,000,000 shares of a new class of "blank check" Preferred Stock, which may be issued by the Board of Directors without further shareholder action. The Board of Directors is permitted under the Restated Articles, without further shareholder action, to divide any or all shares of the authorized Preferred Stock into series and fix and determine the designations, preferences and relative rights and qualifications, limitations, or restrictions thereon of any series so established, including voting powers, dividend or interest rights, liquidation preferences, redemption prices, conversion privileges and prices, maturity dates and similar matters. The authorization of Preferred Stock provides the Company with additional financing flexibility. The Preferred Stock will be available for issuance for cash in public or private sales as a means of obtaining capital for use in the Company's business and operations, for issuance as part or all of the consideration required to be paid by the Company for acquisitions of other businesses or properties, and for issuance under employee benefit or incentive compensation plans. The Company does not presently have any plans, agreements, understandings or arrangements that will or could result in the issuance of any Preferred Stock. It is not possible to state the actual effect of the authorization of Preferred Stock upon the rights of holders of Common Stock until the Board of Directors determines the respective rights of the holders of one or more series of Preferred Stock. The effects of such issuance could include, however, (i) reduction of the amount otherwise available for payments of dividends on Common Stock if dividends are payable on the Preferred Stock, (ii) restrictions on dividends on Common Stock if dividends on the Preferred Stock are in arrears, (ii) dilution of the voting power of Common Stock if the Preferred Stock has voting rights, (iv) dilution of the equity interests of the holders of Common Stock, (v) restriction of the rights of holders of Common Stock to share in the Company's assets upon liquidation until satisfaction of any liquidation preference granted to the holders of Preferred Stock, and (vi) as a result of any or all of the foregoing, adverse effects on the market price or prices of the Common Stock. In addition, shares of voting or convertible Preferred Stock could be issued by private placement or public offering, or rights to purchase such shares could be issued, to create voting impediments to, or to frustrate persons seeking to effect, a takeover or otherwise gain control of the Company. In addition, the issuance of shares of Preferred Stock could increase the absolute cost of a merger or other takeover transaction if the price to be paid in such transaction for such additional shares pursuant to their terms or otherwise exceeds the consideration received by the Company upon issuance of such shares. Since the authorization of Preferred Stock could discourage an attempt by a person to acquire control of the Company by a tender 12 offer or other means, it could therefore deprive shareholders of benefits that could result from such an attempt, such as the realization of a premium over the market price of their shares in a tender offer or the temporary increase in market price that such an attempt could cause. Moreover, the issuance of voting Preferred Stock to persons friendly to the Board of Directors could make it more difficult to remove incumbent management and directors from office even if such a change would be favorable to shareholders generally. DIRECTORS The Company's existing Articles of Incorporation provide for three directors, which number may be altered from time to time as provided in the Company's bylaws. The Restated Articles provide for a minimum of five and a maximum of fifteen directors, with the exact number of directors to be fixed within those limits by the Board of Directors. The Company currently operates with a classified Board of Directors pursuant to the provisions of its existing bylaws. The Restated Articles contain corresponding provisions, according to which the Board of Directors is to be divided into three classes of directors serving staggered three-year terms, with approximately one-third of the Board of Directors being elected each year. These provisions, when coupled with the provision of the Restated Articles authorizing only the Board of Directors to increase the size of the Board within the minimum and maximum limits, will have the effect of preventing a shareholder from removing incumbent directors and simultaneously gaining control of the Board of Directors by filling the vacancies created by such removal with its own nominees. The Restated Articles also include certain new provisions concerning directors. The Restated Articles (i) provide that directors may be removed with or without cause by an affirmative vote of a majority of all votes entitled to be cast for the election of directors, (ii) provide that only persons nominated in accordance with certain procedures shall be eligible for election as directors, (iii) provide that nominations of persons for election to the Board of Directors may be made by the Board of Directors or by any shareholder entitled to vote for the election of directors at the relevant meeting who complies with the nominating procedures, (iv) set forth such nominating procedures, which include, among other things, the requirement that nominations be made by timely notice, and (v) define what constitutes "timely notice" in such context. These provisions may have the effect of precluding shareholders from making nominations for directors at an annual or special meeting. There has been a recent trend toward the accumulation of substantial stock positions in public companies by third parties with a view toward using a control block of stock to force a restructuring, merger or consolidation or forcing a corporation to repurchase a control block of stock at a premium. The foregoing amendments to the existing Articles of Incorporation, individually or in the aggregate, may discourage certain types of activity that in the future might involve an actual or threatened change in control. Such amendments will make it more difficult and time consuming to change majority control of the Board of Directors and thus reduce the vulnerability of the Company to an unsolicited proposal for the takeover of the Company that does not contemplate the acquisition of all of the Company's outstanding shares at a fair price, or an unsolicited proposal for the restructuring or sale of all or part of the Company. In addition, by stabilizing the composition of the Board of Directors, the foregoing amendments may have the effect of encouraging persons seeking to acquire control of the Company to consult first with the Company's Board of Directors and to negotiate the terms of any proposed business combination or tender offer. However, takeovers or changes in the directors of the Company that are proposed and effected without prior consultation and negotiation with the Company's Board of Directors may not necessarily be detrimental to the Company and its stockholders, and the adoption of the nominating procedures described above could discourage or frustrate future attempts to acquire control of the Company that are not approved by the incumbent Board of Directors, but which a majority of the shareholders might deem to be in their best interests. One of the effects of such amendments may be to discourage prospective acquirors from making tender offers for, or open market purchases of, shares of the Company's common stock without the approval of the Company's Board of Directors. Such amendments could also delay or frustrate the removal of incumbent directors, even if shareholders considered such events to be beneficial. SHAREHOLDER MEETINGS The Company's existing Articles of Incorporation do not contain any provisions relating to shareholder meetings. The Restated Articles (i) require that special meetings of shareholders may be called only by (A) the Board 13 of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, (B) the Chairman of the Board of Directors or (C) the holders of notless than fifty percent of all votes entitled to be cast on any issue proposed to be considered at the proposed special meeting, (ii) provide that only business within the purposes described in the special meeting notice may be conducted at a special meeting, (iii) set forth certain procedures by which shareholders may propose matters to be brought before annual shareholder meetings, which include, among other things, the requirement that shareholders must give timely notice of such proposals and (iv) define what constitutes "timely notice" in such context. These provisions may have the effect of precluding shareholders from bringing matters before the shareholders at an annual or special meeting. In addition, the foregoing amendments to the Company's Articles of Incorporation will have the effect of strengthening the position of the Board of Directors in dealing with potential acquirors. For example, where a board has determined that a takeover bid is unfair or inadequate, some potential acquirors have used the power to call special shareholder meetings to remove directors or replace them with nominees of the acquiror. The foregoing amendments will make it more difficult for a potential acquiror opposed to the position taken by the Board of Directors with respect to a bid to initiate the process of removing the directors and replacing them with nominees disposed to accept the potential acquiror's offer. Only when the acquiror has acquired shares representing at least fifty percent of the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting, will the acquiror be able to call a special meeting without the consent of the Board of Directors or the Chairman. Moreover, certain potential acquirors may also be discouraged from making unsolicited offers for control of the Company if they anticipate that their offer will be viewed negatively by the Board of Directors. See "-Directors" above. INDEMNIFICATION The existing Articles of Incorporation do not contain any provisions relating to indemnification. The Restated Articles provide that the Company will indemnify and may advance expenses to its officers and directors to the fullest extent permitted by law. The Company's existing bylaws include comparable provisions. Under the Florida Business Corporation Act, a corporation may generally indemnify its officers, directors, employees and agents against expenses (including attorney's fees), judgments, fines and amounts paid in settlement of any proceedings (other than derivative actions), if they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in derivative actions, except that indemnification may be made only for (i) expenses (including attorneys' fees) and certain amounts paid in settlement, and (ii) in the event that the person seeking indemnification has been adjudicated liable, amounts deemed proper, fair and reasonable by the appropriate court upon application thereto. In recent years, investigations, claims, actions, suits or proceedings (including derivative actions) seeking to impose liability on directors and officers of publicly held corporations have become increasingly common. As a result, an individual may conclude that potential exposure to the costs and risks of such proceedings in which he or she may become involved may exceed any benefit to him or her from serving as a director or officer of a public corporation. This is particularly true for directors who are not employees of the corporation concerned. The Company believes that the above-mentioned indemnification provision of the Restated Articles is desirable in order for the Company to be able to continue to attract and retain responsible individuals to serve as its directors and officers, in light of the present difficult environment in which such persons, particularly directors, must serve. The Company also intends to enter into indemnification agreements with its directors and certain officers. 14 INTERESTS OF CERTAIN PERSONS OF CERTAIN PERSONS The members of the France Family Group may be deemed to have an interest in the Company's adoption of the Restated Articles as a result of their substantial holdings of Existing Common Stock and the likelihood that the dual class stock structure will permit the France Family Group to continue to control the Company even if they dispose of a significant portion of their holdings. See "Security Ownership" and "The Restated Articles Certain Potential Disadvantages of the Dual Class Stock Structure - France Family Control." Additionally, the Company's officers (including members of the France Family Group) may be deemed to have an interest in the Company's adoption of the Restated Articles as a result of its potential antitakeover effects. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Exchange Act and in accordance therewith files reports, proxy statements, information statements and other information with the SEC. Such reports, proxy statements, information statements and other information filed by the Company can be inspected and copied at the Public Reference Section of the SEC at 7 World Trade Center, New York, New York 10048 and at Northwest Atrium Center, 500 W. Madison street, Suite 1400, Chicago, Illinois 60661-2511. By Order of the Board of Directors, ___________________________________ W. Garrett Crotty, Secretary and General Counsel Daytona Beach, Florida September __, 1996 15 EXHIBIT A AMENDED AND RESTATED ARTICLES OF INCORPORATION A - 1 AMENDED AND RESTATED ARTICLES OF INCORPORATION OF INTERNATIONAL SPEEDWAY CORPORATION Pursuant to Sections 607.0704, 607.1003 and 607.1007 of the Florida Business Corporation Act, the Articles of Incorporation of International Speedway Corporation are hereby amended and restated in their entirety as follows: ARTICLE I The name of the corporation is International Speedway Corporation (hereinafter called the "Corporation"). ARTICLE II The purpose for which the Corporation is organized is to engage in the transaction of any lawful business for which corporations may be incorporated under the laws of the State of Florida. ARTICLE III A. AUTHORIZED CAPITAL STOCK. The aggregate number of shares of all classes of stock which the Corporation shall have authority to issue is one hundred twenty-six million (126,000,000) shares, consisting of: (i) one hundred twenty million (120,000,000) shares of common stock, par value $0.01 per share (the "Common Stock"), of which (A) eighty million (80,000,000) shares are designated as Class A Common Stock (the "Class A Common Stock") and (B) forty million (40,000,000) shares are designated as Class B Common Stock (the "Class B Common Stock"), and (ii) one million (1,000,000) shares of preferred stock, par value $0.01 per share (the "Preferred Stock"); and (iii) five million (5,000,000) shares of common stock, par value $0.10 per share (the "Existing Common Stock"). B. PROVISIONS RELATING TO PREFERRED STOCK. 1. GENERAL. The Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designations and powers, preferences and rights, and qualifications, limitations and restrictions thereof as are stated and expressed herein and in the resolution or resolutions providing for the issue of such class or series adopted by the Board of Directors (the "Board") as hereinafter prescribed. 2. PREFERENCES. Authority is hereby expressly granted to and vested in the Board to authorize the issuance of the Preferred Stock from time to time in one or more classes or series, to determine and take necessary proceedings fully to effect the issuance and redemption of any such Preferred Stock and, with respect to each class or series of the Preferred Stock, to fix and state, by resolution or resolutions from time to time adopted providing for the issuance thereof, the following: (a) whether or not the class or series is to have voting rights, full or limited, or is to be without voting rights; (b) the number of shares to constitute the class or series and the designations thereof; (c) the preferences and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to any class or series; (d) whether or not the shares of any class or series shall be redeemable and if redeemable the redemption price or prices, and the time or times at which and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption; (e) whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and if such retirement or sinking fund or funds be established, the annual amount thereof and the terms and provisions relative to the operation thereof; (f) the dividend rate, whether dividends are payable in cash, stock of the Corporation or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of the dividends payable on any other class or classes or series of stock, whether or not such dividend shall be cumulative or noncumulative, and, if cumulative, the date or dates from which such dividends shall accumulate; (g) the preferences, if any, and the amounts thereof that the holders of any class or series thereof shall be entitled to receive upon the voluntary or involuntary dissolution of, or upon any distribution of the assets of, the Corporation; (h) whether or not the shares of any class or series shall be convertible into, or exchangeable for, the shares of any other class or classes or of any other series of the same or any other class or classes of the Corporation and the conversion price or prices or ratio or ratios or the rate or -2- rates at which such conversion or exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions; and (i) such other special rights and protective provisions with respect to any class or series as the Board may deem advisable. The shares of each class or series of the Preferred Stock may vary from the shares of any other class or series thereof in any or all of the foregoing respects. The Board may increase the number of shares of Preferred Stock designated for any existing class or series by a resolution adding to such class or series authorized and unissued shares of the Preferred Stock not designated for any other class or series. The Board may decrease the number of shares of the Preferred Stock designated for any existing class or series by a resolution, subtracting from such series unissued shares of the Preferred Stock designated for such class or series, and the shares so subtracted shall become authorized, unissued and undesignated shares of the Preferred Stock. C. PROVISIONS RELATING TO THE COMMON STOCK. The Common Stock shall be subject to the express terms of the Preferred Stock and any class or series thereof. The powers, preferences and rights of the Class A Common Stock and the Class B Common Stock and the qualifications, limitations and restrictions thereof, shall in all respects be identical, except as otherwise required by law or as expressly provided in this Section C. 1. VOTING RIGHTS. Except as otherwise required by law or as may be provided by the resolutions of the Board authorizing the issuance of any class or series of the Preferred Stock, as hereinabove provided, all rights to vote and all voting power shall be vested exclusively in the holders of the Common Stock. The holders of shares of Class A Common Stock and Class B Common Stock shall have the following voting rights: (a) the holders of Class A Common Stock shall be entitled to one-fifth (1/5th) vote for each share of Class A Common Stock held on all matters voted upon by the shareholders of the Corporation and shall vote together with the holders of Class B Common Stock and together with the holders of any other classes or series of stock who are entitled to vote in such manner and not as a separate class; and (b) the holders of Class B Common Stock shall be entitled to one (1) vote for each share of Class B Common Stock held on all matters voted upon by the shareholders of the Corporation and shall vote together with the holders of Class A Common Stock and together with the holders of any other classes or series of stock who are entitled to vote in such manner and not as a separate class. 2. DIVIDENDS. Subject to the rights of the holders of the Preferred Stock, the holders of the Common Stock shall be entitled to receive when, as and if declared by the Board, out of funds legally available therefor, dividends and other distributions payable in cash, property, stock (including shares of any class or series of the Corporation, whether or not shares of such class or series are already outstanding) or otherwise. Each share of Class A Common Stock and each share of Class B Common Stock shall have identical rights with respect to dividends and distributions, subject to the following: -3- (a) a dividend or distribution in Common Stock on Class B Common Stock may be paid or made in shares of Class A Common Stock or shares of Class B Common Stock or a combination of both; (b) a dividend or distribution in Common Stock on Class A Common Stock may be paid only in shares of Class A Common Stock; (c) a dividend or distribution with respect to Common Stock payable in shares of the Corporation's capital stock may be paid or made only in shares of Common Stock; (d) whenever a dividend or distribution is payable in shares of Class B Common Stock and/or Class A Common Stock, the number of shares of Common Stock payable as a dividend or distribution per each share of Common Stock shall be equal in number; and (e) a dividend or distribution on Class B Common Stock which is paid or made in shares of Class B Common Stock shall be considered identical to a dividend or distribution on Class A Common Stock which is paid or made in a proportionate number of shares of Class A Common Stock. 3. CONVERSION. (a) OPTIONAL CONVERSION. Each share of Class B Common Stock may from time to time, at the option of the holder of record thereof and without payment of any consideration, be converted into one fully paid and nonassessable share of Class A Common Stock (an "Optional Conversion")(i) upon the Effective Date (as hereinafter defined) if the shares of Class A Common Stock to be issued upon such conversion are to be offered pursuant to the Registration Statement (as hereinafter defined), and (ii) otherwise commencing on the 91st day after the Effective Date. Any holder of any share of Class B Common Stock may effect a conversion by surrendering such holder's certificate or certificates representing the shares of Class B Common Stock to be converted, duly endorsed, during normal business hours at the office of the Corporation or any transfer agent for the Common Stock (the "Transfer Agent"), together with a written notice that the holder elects to convert all or a specified whole number of shares of Class B Common Stock and stating the name or names in which such holder desires the certificate or certificates representing the shares of Class A Common Stock to be issued. If so required by the Corporation or the Transfer Agent, any certificate for shares surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation or the Transfer Agent, duly executed by the holder of such shares or the duly authorized representative of such holder, together with funds for the payment of any transfer tax required pursuant to paragraph (f) of this Subsection 3. In the event that any shares of Class B Common Stock tendered for conversion are subject to restrictions upon transfer noted in a legend on the certificates representing such shares, the Corporation and the Transfer Agent shall require the holder of such shares to submit, as a condition to the conversion of such Class B Common Stock into Class A Common Stock, satisfactory evidence that the proposed conversion will not violate any of the noted restrictions upon transfer of such shares. (b) MANDATORY CONVERSION. If, on the record date for any meeting of shareholders of the Corporation, the number of shares of Class A Common Stock then outstanding constitutes less than 10% of the aggregate number of shares of Class A Common Stock and Class B Common Stock outstanding, as determined by the Board, then each share of Class B Common Stock then issued or outstanding shall thereupon be converted automatically as of such record date into one fully paid and nonassessable share of Class A Common Stock and will have one-fifth vote per share at -4- such meeting (a "Mandatory Conversion"). Upon making such determination, notice of such automatic conversion shall be given by the Corporation as soon as practicable, but no later than the next meeting of shareholders of the Corporation, by means of a press release and written notice to all holders of Class B Common Stock, and the Secretary of the Corporation shall be instructed to and shall promptly request that each holder of Class B Common Stock promptly deliver, and each such holder shall promptly deliver, the certificate or certificates representing each share of such Class B Common Stock to the Corporation or the Transfer Agent. If so required by the Corporation or the Transfer Agent, any certificate for shares surrendered for conversion shall be accompanied by instruments of transfer, in form satisfactory to the Corporation or the Transfer Agent, duly executed by the holder of such shares or the duly authorized representative of such holder, together with funds for the payment of any transfer tax required pursuant to paragraph (f) of this Subsection 3. (c) ISSUANCE OF CERTIFICATES REPRESENTING CLASS A COMMON STOCK; EFFECTIVENESS OF CONVERSION. As promptly as practicable following the surrender for conversion of a certificate representing shares of Class B Common Stock in the manner provided in paragraph (a) or (b) of this Subsection 3, as applicable, any required instruments of transfer and the payment in cash of any amount required by the provisions of paragraph (f) of this Subsection 3, the Corporation shall issue and deliver or cause to be issued and delivered to such holder or such holder's nominee or nominees, a certificate or certificates representing the number of shares of Class A Common Stock issued upon such conversion in such name or names as such holder may direct. In the case of an Optional Conversion, if any shares of Class B Common Stock of such holder represented by a certificate surrendered for conversion are not converted, a new certificate or certificates representing such shares of Class B Common Stock shall be issued and delivered to such holder or its nominee or nominees with the certificate or certificates representing shares of Class A Common Stock. Optional Conversions shall be deemed to have been effected immediately prior to the close of business on the date of receipt by the Corporation or the Transfer Agent of the certificate or certificates representing the relevant shares of Class B Common Stock and the related written notice. Mandatory Conversions shall be deemed to have been effected on record date for the relevant shareholders meeting on which the condition set forth in paragraph (b) of this Subsection 3 is determined by the Board to have occurred. Upon the date any conversion is deemed effected, all rights of the holder of such shares of Class B Common Stock so converted, as the holder of such shares, shall cease, and the person or persons in whose name or names the certificate or certificates representing the shares of Class A Common Stock are issued shall be treated for all purposes as having become the record holder or holders of such shares of Class A Common Stock on that date; provided, however, that if any surrender and payment pursuant to a Mandatory Conversion occurs on any date when the stock transfer books of the Corporation shall be closed, the person or persons in whose name or names the certificate or certificates representing shares of Class A Common Stock are issued shall be deemed the record holder or holders thereof for all purposes on the next succeeding day on which the stock transfer books are open. (d) ADJUSTMENTS. No adjustments in respect of dividends shall be made upon the Optional Conversion or Mandatory Conversion of any shares of Class B Common Stock; provided, however, that if a share of Class B Common Stock shall be converted subsequent to the record date for the payment of a dividend or other distribution on Class B Common Stock but prior to such payment, then the registered holder of such share of Class B Common Stock at the close of business on such record date shall be entitled to receive the dividend or other distribution payable on such share of Class B Common Stock on such date notwithstanding the Optional Conversion or Mandatory Conversion thereof or the Corporation's default in payment of the dividend due on such date. -5- (e) AVAILABILITY OF CLASS A COMMON STOCK FOR CONVERSION; REGISTRATION. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Class A Common Stock, solely for the purpose of issuance upon conversion of the outstanding shares of Class B Common Stock, such number of shares of Class A Common Stock that shall be issuable upon the conversion of all such shares of Class B Common Stock then outstanding, in addition to the number of shares of Class A Common Stock then outstanding. If any shares of Class A Common Stock require registration with or approval of any governmental authority under any federal or state law before such shares may be issued upon conversion, the Corporation shall cause such shares to be duly registered or approved, as the case may be. The Corporation shall endeavor to use its best efforts to list the shares of Class A Common Stock to be delivered upon conversion prior to such delivery upon each national securities exchange upon which the outstanding shares of Class A Common Stock are listed at the time of such delivery. All shares of Class A Common Stock that shall be issued upon conversion of the fully paid and nonassessable shares of Class B Common Stock shall, upon issue, be fully paid and nonassessable. (f) CHARGES, PAYMENT OF TAXES UPON CONVERSION. The issuance of certificates for shares of Class A Common Stock issuable upon the conversion of Class B Common Stock shall be made without charge to the converting holder; provided, however, that if any certificate is to be issued in a name other than that of the record holder of the shares being converted, the Corporation shall not be required to issue or deliver any such certificate unless and until the person requesting the issuance thereof shall have paid to the Corporation the amount of any tax that may be payable with respect to any transfer involved in the issuance and delivery of such certificate or has established to the satisfaction of the Corporation that such tax has been paid. (g) REISSUANCE OF CLASS B COMMON STOCK. Shares of Class B Common Stock that are converted into Class A Common Stock as provided herein shall continue to be part of the authorized Class B Common Stock and shall be available for reissue by the Corporation. 4. SPLITS OR COMBINATIONS. If the Corporation shall in any manner split, subdivide or combine the outstanding shares of Class A Common Stock or Class B Common Stock, then the outstanding shares of the other such class of Common Stock shall be proportionately split, subdivided or combined in the same manner and on the same basis as the outstanding shares of the class that has been split, subdivided or combined. 5. MERGERS AND CONSOLIDATIONS. In the event of a merger, consolidation or combination of the Corporation with another entity (whether or not the Corporation is the surviving entity), the holders of Class A Common Stock and Class B Common Stock shall be entitled to receive the same per share consideration in that transaction, except that any common stock that holders of Class A Common Stock are entitled to receive in any such event may differ as to voting rights and otherwise to the extent and only the extent that the Class A Common Stock and the Class B Common Stock differ as set forth in this Section C. 6. LIQUIDATING DISTRIBUTIONS. Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, and after the holders of the Preferred Stock shall have been paid in full the amounts to which they shall be entitled, if any, or a sum sufficient for such payment in full shall have been set aside, the remaining net assets of the Corporation, if any, shall be divided among and paid ratably to the holders of Class A Common Stock and Class B Common Stock treated as a single class. -6- 7. SALES AND REPURCHASES. The Board shall have the power to cause the Corporation to issue and sell shares of either class of Common Stock to such individuals, partnerships, joint ventures, limited liability companies, associations, corporations, trusts or other legal entities (collectively, "persons") and for such consideration as the Board shall from time to time in its discretion determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of the other class of Common Stock, and as otherwise permitted by law. The Board shall have the power to cause the Corporation to purchase, out of funds legally available therefor, shares of either class of Common Stock from such persons and for such consideration as the Board shall from time to time in its discretion determine, whether or not less consideration could be paid upon the purchase of the same number of shares of the other class of Common Stock, and as otherwise permitted by law. D. SHARE RECLASSIFICATION. Immediately prior to the effective date (the "Effective Date") of the Corporation's Registration Statement on Form S-3 (File No. 333-_____), relating to a proposed underwritten public offering of Class A Common Stock and initially filed with the Securities and Exchange Commission on September 6, 1996 (the "Registration Statement"), each outstanding share of the Corporation's Existing Common Stock shall thereby and thereupon, automatically and without any action by the holder, be reclassified and converted into 15 validly issued, fully paid and nonassessable shares of Class B Common Stock. Each certificate that theretofore represented shares of Existing Common Stock shall thereafter represent the number of shares of Class B Common Stock into which the shares of Existing Common Stock represented by such certificate were reclassified and converted hereby; provided, however, that each person holding of record a stock certificate or certificates that represented shares of Existing Common Stock shall receive, upon surrender of each such certificate or certificates, a new certificate or certificates evidencing and representing the number of shares of Class B Common Stock to which such person is entitled. Upon consummation of the reclassification of the Existing Common Stock of the Corporation provided for in this Section D (the "Reclassification"), the holders of the Class B Common Stock of the Corporation shall have all rights accorded them by law and these Amended and Restated Articles of Incorporation. The issuance of certificates representing shares of Class B Common Stock issuable upon the Reclassification shall be made without charge to the holders of Existing Common Stock; provided, however, that if any certificate is to be issued in a name other than that of the record holder of the shares of Existing Common Stock being reclassified pursuant to the Reclassification, the Corporation shall not be required to issue or deliver any such certificate unless and until the person requesting the issuance thereof shall have paid to the Corporation the amount of any tax that may be payable with respect to any transfer involved in the issuance and delivery of such certificate or has established to the satisfaction of the Corporation that such tax has been paid. If so required by the Corporation or the Transfer Agent, any certificate for shares of Existing Common Stock surrendered in connection with the Reclassification shall be accompanied by instruments of transfer, in form satisfactory to the Corporation or the Transfer Agent, duly executed by the holder of such shares or the duly authorized representative of such holder, together with funds for the payment of any transfer tax required as set forth above. As promptly as practicable following the surrender of a certificate representing shares of Class B Common Stock in the foregoing manner, any required instruments of transfer and the payment in cash of any amount for the payment of any transfer tax, the Corporation shall issue and deliver or cause to be issued and delivered to such holder or such holder's nominee or nominees, a certificate or certificates representing the number of shares of Class B Common Stock issued upon the Reclassification to which such holder is entitled, in such name or names as such holder may direct. -7- ARTICLE IV The Corporation shall exist perpetually unless sooner dissolved according to law. ARTICLE V The Corporation's mailing address and the address of the Corporation's principal office is 1801 West International Speedway Boulevard, Daytona Beach, Florida 32114. The address of the Corporation's registered office is 150-A South Palmetto Avenue, Daytona Beach, Florida 32114, and the Corporation's registered agent at such office is Doyle Tumbleson. ARTICLE VI A. NUMBER AND TERM OF DIRECTORS. The Corporation's Board shall consist of not less than five (5) nor more than fifteen (15) members, with the exact number to be fixed from time to time by resolution of the Board. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. The Board shall be divided into three classes, Class I, Class II and Class III with the directors of each class to be elected for a staggered term of three years and to serve until their successors are duly elected and qualified or until their earlier resignation, death or removal from office. The number of directors elected to each class shall be as nearly equal in number as possible. The Board shall apportion any increase or decrease in the number of directorships among the classes so as to make the number of directors in each class as nearly equal as possible. B. DIRECTOR VACANCIES; REMOVAL. Whenever any vacancy on the Board shall occur due to death, resignation, retirement, disqualification, removal, increase in the number of directors or otherwise, a majority of directors in office, although less than a quorum of the entire Board, may fill the vacancy or vacancies for the balance of the unexpired term or terms, at which time a successor or successors shall be duly elected by the shareholders and qualified. Notwithstanding the provisions of any other Article herein, only the remaining directors of the Corporation shall have the authority, in accordance with the procedure stated above, to fill any vacancy that exists on the Board for the balance of the unexpired term or terms. The Company's shareholders shall not, and shall have no power to, fill any vacancy on the Board. Shareholders may remove a director from office prior to the expiration of his or her term, with or without "cause," by an affirmative vote of a majority of all votes entitled to be case for the election of directors. C. SHAREHOLDER NOMINATIONS OF DIRECTOR CANDIDATES. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board at an annual or special meeting of shareholders may be made by or at the direction of the Board by any nominating committee or person appointed by the Board or by any shareholder of the Corporation entitled to vote for the election of directors at such meeting who complies with the procedures set forth in this Section C; provided, however, that nominations of persons for election to the Board at a special meeting may be made only if the election of directors is one of the purposes described in the special meeting notice required by Section 607.0705 of the Florida Business Corporation Act. Nominations of persons for election at a special meeting, other than nominations made by or at the direction of the Board, shall be made pursuant to notice in writing delivered to or mailed and received at the principal executive offices of the Corporation not later than the close of business on the fifth (5th) day following the date on which notice of such meeting is given to shareholders or made public, whichever first occurs. Nominations of persons for election at an annual meeting, other than nominations made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and -8- received at the principal executive offices of the Corporation not less than one hundred twenty (120) days nor more than one hundred eighty (180) days prior to the first anniversary of the date of the Corporation's notice of annual meeting provided with respect to the previous year's annual meeting; provided, however, that if no annual meeting was held in the previous year or the date of the annual meeting has been changed to be more than thirty (30) calendar days earlier than the date contemplated by the previous year's notice of annual meeting, such notice by the shareholder to be timely must be so delivered or received not later than the close of business on the fifth (5th) day following the date on which notice of the date of the annual meeting is given to shareholders or made public, whichever first occurs. Such shareholder's notice to the Secretary shall set forth the following information: (a) as to each person whom the shareholder proposes to nominate for election or re-election as a director at the annual meeting, (i) the name, age, business address and residence address of the proposed nominee, (ii) the principal occupation or employment of the proposed nominee, (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the proposed nominee, and (iv) any other information relating to the proposed nominee that is required to be disclosed in solicitations for proxies for election of directors pursuant to Rule 14a under the Securities Exchange Act of 1934, as amended; and (b) as to the shareholder giving the notice of nominees for election at the annual meeting, (i) the name and record address of the shareholder, and (ii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the shareholder. The Corporation may require any proposed nominee for election at an annual or special meeting of shareholders to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the requirements of this Section C, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. ARTICLE VII The Corporation shall indemnify and may advance expenses to its officers and directors to the fullest extent permitted by law in existence either now or hereafter. ARTICLE VIII A. CALL OF SPECIAL SHAREHOLDERS MEETING. Except as otherwise required by law, the Corporation shall not be required to hold a special meeting of shareholders of the Corporation unless (in addition to any other requirements of law) (i) the holders of not less than fifty (50) percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the Corporation's Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held; (ii) the meeting is called by the Board pursuant to a resolution approved by a majority of the entire Board; or (iii) the meeting is called by the Chairman of the -9- Board of Directors. Only business within the purpose or purposes described in the special meeting notice required by Section 607.0705 of the Florida Business Corporation Act may be conducted at a special shareholders' meeting. B. ADVANCE NOTICE OF SHAREHOLDER-PROPOSED BUSINESS FOR ANNUAL MEETING. At an annual meeting of the shareholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the meeting by or at the direction of the Board, or (c) otherwise properly brought before the meeting by a shareholder. In addition to any other applicable requirements, for business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than one hundred twenty (120) days nor more than one hundred eighty (180) days prior to the first anniversary of the date of the Corporation's notice of annual meeting provided with respect to the previous year's annual meeting; provided, however, that if no annual meeting was held in the previous year or the date of the annual meeting has been changed to be more than thirty (30) calendar days earlier than the date contemplated by the previous year's notice of annual meeting, such notice by the shareholder to be timely must be so delivered or received not later than the close of business on the fifth (5th) day following the date on which notice of the date of the annual meeting is given to shareholders or made public, whichever first occurs. Such shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and record address of the shareholder proposing such business, (iii) the class and number of shares of capital stock of the Corporation which are beneficially owned by the shareholder, and (iv) any material interest of the shareholder in such business. The Chairman of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the requirements of this Section B, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. IN WITNESS WHEREOF, the undersigned, for the purpose of amending and restating the Corporation's Articles of Incorporation pursuant to the laws of the State of Florida, has executed these Amended and Restated Articles of Incorporation as of September ___, 1996. INTERNATIONAL SPEEDWAY CORPORATION By: __________________________________________________ W. Garrett Crotty, Secretary and General Counsel -10- -----END PRIVACY-ENHANCED MESSAGE-----