SECURITIES AND EXCHANGE COMMISSION FORM DEFM14A Definitive proxy statement relating to a merger,acquisition, or disposition Filing Date: 2019-09-17 SEC Accession No. 0001140361-19-016819 (HTML Version on secdatabase.com) FILER INTERNATIONAL SPEEDWAY CORP Mailing Address Business Address ONE DAYTONA BLVD ONE DAYTONA BLVD CIK:51548| IRS No.: 590709342 | State of Incorp.:FL | Fiscal Year End: 1130 DAYTONA BEACH FL DAYTONA BEACH FL Type: DEFM14A | Act: 34 | File No.: 000-02384 | Film No.: 191096521 32114-1243 32114-1243 SIC: 7948 Racing, including track operation (386) 254-2700 Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement o Definitive Additional Material o Soliciting Material under §240.14a-12 INTERNATIONAL SPEEDWAY CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): o No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) (2) (3) (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☒ Fee paid previously with preliminary materials. o 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: Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS One Daytona Boulevard Daytona Beach, FL 32114 www.internationalspeedwaycorporation.com MERGER PROPOSAL — YOUR VOTE IS VERY IMPORTANT September 17, 2019 Dear Shareholder: You are cordially invited to attend a special meeting of the shareholders of International Speedway Corporation (the Company), which we will hold at 10:00 A.M., Eastern Time, on October 16, 2019, in the Daytona 500 Room at The International Motorsports Center, located at One Daytona Boulevard, Daytona Beach, Florida 32114. Formal notice of the special meeting, a proxy statement and a proxy card accompany this letter. At the special meeting, holders of our Class A common stock, par value $0.01 per share (Class A Common Stock), and our Class B common stock, par value $0.01 per share (Class B Common Stock, and together with the Class A Common Stock, the Company Common Stock), will be asked to consider and vote upon a proposal to approve an Agreement and Plan of Merger, dated as of May 22, 2019 (as it may be amended from time to time, the Merger Agreement), by and among the Company, NASCAR Holdings, Inc., a Florida corporation (including any successor thereof, whether by merger or conversion) (Parent), and Nova Merger Sub, Inc., a Florida corporation and wholly owned subsidiary of Parent (Merger Sub). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Parent (the Merger). If the Merger is completed, and upon the satisfaction of the conditions set forth in the Merger Agreement, holders of Company Common Stock (other than holders who have elected to dissent from the Merger and seek appraisal rights and holders of the Rollover Shares (as defined below)) will be entitled to receive $45.00 in cash for each share held (the Merger Consideration). The proposed Merger is a going-private transaction under the rules of the Securities and Exchange Commission (the SEC). Approximately 75% of the combined voting power of the outstanding Company Common Stock is owned by James C. France (the Companys Chairman of the Board), Lesa France Kennedy (the Companys Vice Chairwoman and Chief Executive Officer), Brian Z. France (a director of the Company) as well as certain members of their respective families and related entities and trusts (the France Family Group). Parent is currently wholly owned by James C. France, Lesa France Kennedy and certain members of their respective families (other than Brian Z. France) and related entities and trusts. Prior to the effective time of the Merger, members of the France Family Group (other than Brian Z. France, his children and certain related entities and trusts) (such members of the France Family Group, the Rollover Shareholders) will cause to be transferred, directly or indirectly to Parent, pursuant to a rollover letter agreement, dated as of the date of the Merger Agreement, between such shareholders and Parent (the Rollover Commitment Letter), shares of Company Common Stock (the Rollover Shares), including through transfers of the equity interests of certain of such Rollover Shareholders to Parent or to a newly formed holding company, which in turn will cause the applicable Rollover Shares held by such Rollover Shareholders to be transferred, directly or indirectly, to Parent, and, as a result, such Rollover Shareholders will not receive the Merger Consideration. We refer to the Rollover Shareholders together with Parent and Merger Sub as the Purchaser Group Members. The board of directors of the Company (the Board) formed a committee (the Special Committee) consisting solely of independent and disinterested directors of the Company to consider if the transaction was the best option for the Company and the Companys shareholders other than the Purchaser Group Members, Brian Z. France, their respective affiliates and certain of Parents executive officers (the Public Shareholders) and, if so, to evaluate and negotiate the terms of a transaction (as described more fully in the accompanying proxy statement). The Board, based in part on the unanimous recommendation of the Special Committee, has unanimously (a) approved and adopted the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, (b) determined that it is fair and reasonable to and in the best interests of the Company and the Public Shareholders that the Company enter into the Merger Agreement and consummate the Merger on the terms and subject to the conditions set forth in the Merger Agreement, (c) directed that the Merger Agreement be submitted for approval by Copyright © 2019 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document TABLE OF CONTENTS the Companys shareholders and (d) resolved to recommend that the Companys shareholders approve the Merger Agreement (the Merger Agreement Proposal). The Board recommends unanimously that you vote FOR the Merger Agreement Proposal. Pursuant to the Merger Agreement, Parent agreed to cause, unless the Board (upon the recommendation or with the express consent of the Special Committee) makes an adverse company recommendation, the Rollover Shareholders to vote all shares of Company Common Stock they beneficially own in favor of the approval of the Merger Agreement at the special meeting and at any adjournment or postponement thereof. Pursuant to rules of the SEC, you also will be asked to vote at the special meeting on a non-binding, advisory proposal to approve compensation that may become payable to the Companys named executive officers in connection with the Merger (the Advisory Compensation Proposal), as described in the proxy statement. However, approval of the Advisory Compensation Proposal is not required to complete the Merger. The Board also recommends unanimously that you vote FOR the Advisory Compensation Proposal. The accompanying proxy statement describes the Merger Agreement, the Merger and related agreements and provides specific information concerning the special meeting. In addition, you may obtain information about us from documents filed with the SEC. We urge you to read the entire proxy statement, including the annexes, carefully, as it sets forth the details of the Merger Agreement and other important information related to the Merger. In considering the recommendation of the Board, you should be aware that certain of the Companys directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of our shareholders generally as further described in the accompanying proxy statement. You should also be aware that the Rollover Shareholders have interests in the Merger that are different from, or in addition to, the interests of the Companys other shareholders, as further described in the accompanying proxy statement. Any holder of Company Common Stock who does not vote in favor of the approval of the Merger Agreement will have the right to seek appraisal of the fair value of such holders shares of Company Common Stock if the Merger is completed in lieu of receiving the Merger Consideration, but only if such holder does not vote in favor of approving the Merger Agreement and otherwise complies with the procedures of Sections 607.1301 through 607.1333 of the Florida Business Corporations Act (the FBCA), which is the appraisal rights statute applicable to Florida corporations. These appraisal rights are summarized in the accompanying proxy statement. The accompanying proxy statement constitutes notice to you from the Company of the availability of appraisal rights under the FBCA. Your vote is very important, regardless of the number of shares of Company Common Stock you own. The affirmative vote of the holders of at least a majority of the aggregate voting power of all outstanding shares of Company Common Stock, voting together as a single class, entitled to vote on such matter at the special meeting is required to approve the Merger Agreement (the General Shareholder Vote).