Attached files
| file | filename |
|---|---|
| EX-99.1 - EX-99.1 - INTERNATIONAL SPEEDWAY CORP | g25461exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 6, 2010
INTERNATIONAL SPEEDWAY CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Florida (State or Other Jurisdiction of Incorporation) |
0-2384 (Commission File Number) |
59-0709342 (IRS Employer Identification No.) |
| One Daytona Boulevard, Daytona Beach, Florida |
32114 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(386) 254-2700
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 1 — Registrant’s Business and Operations
| Item 1.02 | Termination of a Material Definitive Agreement |
Section 7 — Regulation FD
| Item 7.01 | Regulation FD Disclosure |
Section 8 — Other Items
| Item 8.01 | Other Items |
In connection with efforts to develop a major motorsports entertainment
facility in the New York metropolitan area, a subsidiary of International
Speedway Corporation (“ISC”), 380 Development, LLC, purchased 676 acres located
in the New York City borough of Staten Island in early fiscal 2005 and began
improvements including fill operations on the property. In December 2006, ISC
announced its decision to discontinue pursuit of the speedway development on
Staten Island.
In October 2009, ISC announced that it had entered into a definitive agreement
with KB Marine Holdings LLC (“KB Holdings”) under which KB Holdings would
acquire 100.0 percent of the outstanding equity membership interests of 380
Development for a total purchase price of $80.0 million. The purchase and sale
agreement (“Agreement”) called for the transaction to close no later than
February 25, 2010, subject to certain conditions, including KB Holdings
securing the required equity commitments to acquire the property and performing
its obligations under the Agreement. Upon execution of the Agreement, ISC
received a non-refundable $1.0 million payment.
On April 19, 2010, ISC executed an amendment to the Agreement which provided an
extension to KB Holdings to close the transaction on or before June 30, 2010.
Under the terms of that extension, the maximum purchase price to be paid by KB
Holdings was $88.0 million. On September 7, 2010, ISC announced that it
executed a second amendment (“Second Amendment”) to the Agreement, providing an
extension to KB Holdings to close the transaction on or before November 30,
2010.
KB Holdings did not fulfill the obligation of the Second Amendment to close the
transaction on or before November 30, 2010. On December 6, 2010, ISC announced
the termination of the Agreement. As a result of the transaction terminating,
ISC will pursue discussions immediately with alternative buyers for the
676-acre parcel of property located in Staten Island.
A copy of the release is attached as an exhibit to this report.
Section 9 — Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit Number | Description of Exhibit | Filing Status | ||||||
| 1 | (99.1)
|
Press Release | Attached herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INTERNATIONAL SPEEDWAY CORPORATION (Registrant) |
||||
| Date: December 6, 2010 | By: | /s/ Brett M. Scharback | ||
| Brett M. Scharback | ||||
| Vice President - Deputy General Counsel | ||||