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9/9 /03

Valvoline Runoffs


Mid-Ohio celebrates 10 years as host A record number of participants are expected to be on hand to compete in the 40th annual Valvoline Runoffs®, the Sportscar Club of America (SCCA) amateur road racing national championships, at Mid-Ohio Sports Car Course in Lexington, Ohio. The event, which has crowned past champions such as Bobby Rahal, Roger Penske, and Jimmy Vasser, celebrates its 10th consecutive year at Mid-Ohio, September 15-21.

The Valvoline Runoffs® represents the climax to a summer full of racing during one week of action. The cars take to Mid-Ohio’s natural terrain road course for practice on Monday, September 15 and qualify on Tuesday, Wednesday, and Thursday of race week. Beginning Friday, September 19, the racing gets fast and furious with eight races on each of the three weekend days, one for every SCCA-recognized class.

“This is a special year for the Valvoline Runoffs®, celebrating its 40th anniversary, and for Mid-Ohio, which has had the honor of hosting the event for 10 years,” said Michelle Trueman Gajoch, President of TrueSports, Inc. owner and operator of Mid-Ohio Sports Car Course. “The growth of the Valvoline Runoffs over the past 10 years is a testament to the continued support that the competitors, volunteers, fans, and sponsors such as Valvoline have given to this championship caliber event.”

Adding to the atmosphere through the weekend is the inclusion of every race televised on SPEED. Beginning in November, each race will be televised in one-hour blocks. As has become a holiday tradition, SPEED will air a Valvoline Runoffs® marathon on Christmas Day, broadcasting all 24 races in succession.

Tickets for the Valvoline Runoffs® can be purchased by calling 1-800-MID-OHIO or on-line at www.midohio.com. A “Super Ticket” is available for seven-day admission, beginning Monday, September 15 through the final race on Sunday, September 21 for only $32 in advance and $40 at the gate.

Mid-Ohio Sports Car Course is located approximately halfway between Columbus and Cleveland, Ohio off of Interstate 71. Commonly referred to as the “most Competitive in the U.S.”, the Valvoline Runoffs is Mid-Ohio’s sixth and final event held this summer. For event information or tickets, visit www.midohio.com or call 1-800-MID-OHIO.

9/9 /03

9/9 /03

Just how long the CART buyout transaction will take There has been some confusion over exactly how long it will take for the CART buyout to conclude, including some confusion on our part. A bit of research reveals that it will take longer than most would have thought.

If this deal were announced today (an agreed upon buyout price by the CART Board and Open Wheel Racing Series LLC), there is no way it could be concluded for at least 90 days and probably longer. The first step is to sign a merger agreement.

Then the lawyers have to prepare a proxy statement and because this appears to be a transaction where some of the existing or former directors of CART will be buying the company, a 13E-3 statement (a requirement in insider going private transactions) will probably be required as well. It will probably take a few weeks after the merger agreement is signed to get drafts of these documents filed with the SEC. There will then be a back-and-forth comment process with the SEC.

For interested transactions it is not uncommon at all for it to take 3-6 months for the SEC to clear the disclosure materials. 13E-3 transactions get A LOT of scrutiny from the SEC. Once the proxy statement is cleared there will be a stockholders meeting approximately 30 days later.

If the buyers are not insiders it won’t be a 13E-3 transaction and they may be able to clear the proxy materials throughout the SEC faster, but it still usually takes at least two months to clear a merger proxy statement. Then 30 days before a meeting so you are still probably looking at a minimum of about 90 days.

There is an alternative that can be faster. The merger agreement can provide that the buyer will conduct a tender offer. The tender offer can start almost immediately after a deal is announced.

If more than 90% of the shares are tendered into the tender offer, the buyer can do what is known as a short form merger under Delaware law and the acquisition is complete. However, if the buyer does not get 90% in the tender offer, a proxy statement and full stockholders meeting would be required to complete the acquisition — which again, will take several months as described above.

If this deal needs to get done quickly they will have to proceed via the tender offer route, but if the tender offer price is really only half of the current market price (though that is dropping daily) there is a real reason to question whether the tender offer will be successful since we doubt they can muster 90% of the votes given what Vannini and friends control.

Therefore, it appears to AR1 that teams, sponsors, and drivers will have to be convinced that CART will be in business in 2004 on its own merit so their contracts can be signed, because it does not appear, based on this research, that the buyout itself can be concluded before the end of 2003. CART does have enough in the bank to start the 2004 season, but will everyone be willing to sign deals for all of 2004 not knowing for certain if the buyout will be approved by the shareholders so the season can be completed?

What CART needs is a healthy bid above market value such that there would be little doubt that the tender offer would get the 90% of the vote needed to expedite things. Then the buyout would pretty much be a foregone conclusion and everyone could get on with business as usual. But then, what do we know? Mark C.

9/9 /03

CART stock watch In NYSE trading today MPH closed DOWN $0.04 p/shr. or 4.40% to $0.87 p/shr on Volume of 91,800 shares.

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