-----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, WbExpSYqgxqvJ8RYONyE2R7c3m+gbl+4HZh93DNkZg/x/en5jiQT7LJP0kBY+EAd Ob7+m0L6q5wn2KHPQhPtIA== 0000941965-02-000050.txt : 20020830 0000941965-02-000050.hdr.sgml : 20020830 20020830140343 ACCESSION NUMBER: 0000941965-02-000050 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020830 GROUP MEMBERS: WILLIAM R. DONALDSON FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DONALDSON WILLIAM R CENTRAL INDEX KEY: 0001182865 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 5624 WEST 73RD STREET CITY: INDIANAPOLOIS STATE: IN ZIP: 46278 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTERACTIVE MOTORSPORTS & ENTERTAINMENT CORP CENTRAL INDEX KEY: 0001115551 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 870678630 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-78450 FILM NUMBER: 02754007 BUSINESS ADDRESS: STREET 1: 5624 WEST 73RD STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46278 BUSINESS PHONE: 3172953500 MAIL ADDRESS: STREET 1: 5624 WEST 73RD STREET CITY: INDIANAPOLIS STATE: IN ZIP: 46278 FORMER COMPANY: FORMER CONFORMED NAME: PACIFIC INTERNATIONAL HOLDING INC DATE OF NAME CHANGE: 20000525 SC 13D 1 schedule13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 Interactive Motorsports and Entertainment Corp. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45839P10-6 (CUSIP Number) Jeffrey B. Bailey, ESQ. Leagre Chandler & Millard LLP 1400 First Indiana Plaza 135 North Pennsylvania Street Indianapolis, Indiana 46204-2415 (317) 808-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 2, 2002 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d 1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ------------------------------------------------------------------------------- CUSIP No. 45839P10-6 - ------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON: I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) William R. Donaldson - ------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------- 3. SEC USE ONLY - ------------------------------------------------------------------------------- 4. SOURCE OF FUNDS Share Exchange - No Funds Utilized - ------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] - ------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States - ------------------------------------------------------------------------------- NUMBER OF 7. SOLE VOTING POWER SHARES 17,923,982 ----------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 ----------------------------------- EACH REPORTING 9. SOLE DISPOSITIVE POWER PERSON 17,923,982 ----------------------------------- WITH 10. SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,923,982 - ------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.24% - ------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER. This statement relates to shares of common stock, $0.0001 par value per share (the "Common Stock"), of Interactive Motorsports and Entertainment Corp., an Indiana corporation (the "Issuer"), that the Reporting Person owns of record or beneficially. The principal executive offices of the Issuer are located at 5624 West 73rd Street, Indianapolis, Indiana 46278. ITEM 2. IDENTITY AND BACKGROUND. This Schedule 13D is filed by William R. Donaldson (the "Reporting Person"). Mr. Donaldson is a citizen of the United States and his principal address is 5624 West 73rd Street, Indianapolis, Indiana 46278. Mr. Donaldson serves as a Director and the Chief Executive Officer, Chief Financial Officer and Secretary of Interactive Motorsports and Entertainment Corp., and he serves in similar capacity for Perfect Line, Inc., the Issuers wholly owned subsidiary. The address of the principal offices of Interactive Motorsports and Entertainment Corp. and Perfect Line, Inc. is 5624 West 73rd Street, Indianapolis, Indiana 46278. During the last five years, the Reporting Person (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was not or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The aggregate consideration for the 17,923,982 shares acquired by the Reporting Person consisted solely of common shares of Perfect Line, Inc., a privately owned corporation. The Reporting Person acquired the shares of Perfect Line, Inc. as a result of a merger with a privately owned limited liability company. ITEM 4. PURPOSE OF TRANSACTION. Mr. Donaldson acquired beneficial ownership of the shares of Common Stock to which this statement relates for the purpose of investment and to gain a significant equity interest in Interactive Motorsports and Entertainment Corp. Mr. Donaldson may acquire additional shares or other securities of Interactive Motorsports and Entertainment Corp. or sell or otherwise dispose of any or all of the shares or other securities of Interactive Motorsports and Entertainment Corp. he beneficially owns. Mr. Donaldson may engage in discussions with the management and members of the Board of Directors of Interactive Motorsports and Entertainment Corp. concerning the business, operations and future plans of Interactive Motorsports and Entertainment Corp. Mr. Donaldson may also consider other actions to maximize stockholder value including, without limitation: o Proposing an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Interactive Motorsports and Entertainment Corp. or any of its subsidiaries; and o Proposing change in the present Board of Directors or management of Interactive Motorsports and Entertainment Corp. Other than described above, the Mr. Donaldson currently does not have any plans or proposals which relate to, or may result in, any of the matters listed in Items 4(a) - (j) of Schedule 13D (although they reserve the right to develop such plans). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As of the close of business on August 2, 2002, the Reporting Person may be deemed to beneficially own, in the aggregate, 17,923,982 shares, representing approximately 29.24% of the Issuer's outstanding common shares. (b) Mr. Donaldson has sole voting and sole dispositive power with respect to 17,923,982 shares. The information in Item 2 is incorporated herein by reference. (c) The securities were acquired in connection with a Plan and Agreement of Reorganization among Pacific International Holding Corp., the Issuer, and Perfect Line, Inc. dated July 31, 2002, and subsequently a Plan and Agreement of Exchange dated July 31, 2002 between Perfect Line, Inc. and Interactive Motorsports and Entertainment Corp., all of which became effective on August 2, 2002. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 30, 2002 /s/ William R. Donaldson - -------------------------------------------- William R. Donaldson -----END PRIVACY-ENHANCED MESSAGE-----