Penske Motorsports Responds to Bruton Smith Lawsuit
6 August 1997
Penske Motorsports Responds to Bruton Smith LawsuitDETROIT, Aug. 6 -- Penske Motorsports, Inc. (PMI) responded today to Bruton Smith's lawsuit against PMI, North Carolina Motor Speedway, Inc. (NCMS) and certain directors of NCMS. As previously announced, yesterday the Board of Directors of NCMS approved the merger of NCMS and PMI and the merger will be submitted to shareholders for their approval in September. PMI currently owns approximately 70% of NCMS. Mr. Smith filed a lawsuit to enjoin the merger alleging, among other things, that the directors of NCMS breached their fiduciary duty to minority shareholders of NCMS by approving the merger. Walter P. Czarnecki, Vice Chairman of PMI, said, "We don't normally respond to these types of actions, but I believe this process has greatly confused the investing public and I believe the lawsuit is without merit. The NCMS Board engaged independent investment bankers and counsel and those advisors indicated the PMI offer exceeded their determination of the value of NCMS. While Mr. Smith's offer was a higher per share price, the NCMS Board recognized that the PMI proposal was the only viable proposal since Mr. Smith's offer would never be approved by the NCMS shareholders." Mrs. Carrie B. DeWitt, a member of the NCMS Board and a defendant named in Smith's lawsuit, commented, "In August of 1996, after Bruton Smith asked us to buy his shares for $10 a share, I approached PMI to sell my shares. I've known the people at PMI for years, and I've known Bruton for years, too. PMI agreed to pay me the price I asked, I like doing business with them and I felt more comfortable owning PMI stock." Earlier this year, Mrs. DeWitt, widow of NCMS founder, L.G. DeWitt, sold her 65% stake in NCMS to PMI. Penske Motorsports, Inc. is a leading promoter and marketer of professional motorsports in the United States. PMI owns and operates the following through its wholly owned subsidiaries, Michigan Speedway in Brooklyn, Michigan; Nazareth Speedway in Nazareth, Pennsylvania; and California Speedway near Los Angeles, California. PMI also has a majority ownership of the North Carolina Motor Speedway near Rockingham, North Carolina and holds a 40% interest in Homestead-Miami Speedway, LLC. In addition, PMI produces and markets motorsports-related merchandise and accessories such as apparel, souvenirs and collectibles; and it distributes and sells Goodyear brand racing tires in the Midwest and Southeast regions of the United States. Penske Motorsports' major shareholder is a majority-owned subsidiary of Penske Corporation, a closely held, diversified transportation services company which conducts its business through a number of wholly or partially owned companies, including Penske Truck Leasing Company, Detroit Diesel Corporation, Diesel Technology Company, AG Kuhnle, Kopp and Kausch, Penske Automotive Group, Inc., Penske Auto Centers, Inc., and Penske Capital Partners. The Penske group of businesses has annual revenues exceeding $6 billion and employs more than 25,000 around the world. SOURCE Penske Motorsports, Inc.