<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
CALIFORNIA JOCKEY CLUB
- - --------------------------------------------------------------------------------
(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):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / 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:
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(4) Date Filed:
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<PAGE> 2
CALIFORNIA JOCKEY CLUB
2600 SOUTH DELAWARE STREET
P.O. BOX 1117
SAN MATEO, CALIFORNIA 94403
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
THURSDAY, JUNE 1, 1995
------------------------
To the Stockholders of California Jockey Club:
Notice is hereby given that the Annual Stockholders Meeting of California
Jockey Club will be held on Thursday, June 1, 1995, at 10:15 a.m. Pacific
Daylight Time, at the Clubhouse of Bay Meadows Racecourse, 2600 South Delaware
Street, San Mateo, California, for the following purposes:
1. To elect six directors, the names of whom are set forth in the
accompanying proxy statement, to serve until the 1996 Annual
Meeting, or until a successor has been elected and qualified.
2. To ratify the Board of Directors' selection of Deloitte & Touche LLP
as independent public accountants for the year 1995.
3. To transact such other business as may properly be brought before
the meeting.
Stockholders of record at the close of business on April 28, 1995, are the
only stockholders entitled to notice of and to vote at the Annual Stockholders
Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
KJELL H. QVALE
Chairman of the Board and Secretary
Dated May 9, 1995
- - -------------------------------------------------------------------------------
Proxies are being separately solicited by the Boards of Directors of California
Jockey Club and Bay Meadows Operating Company. To ensure representation of your
stock at the Annual Meetings of both companies, you must mark and return both
the YELLOW (California Jockey Club) and the WHITE (Bay Meadows Operating
Company) proxy cards.
- - -------------------------------------------------------------------------------
IMPORTANT
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE VOTE, SIGN, DATE, AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE AS PROMPTLY AS
POSSIBLE. If you attend the meeting, you may vote your shares in person, even
though you have previously signed and returned your proxy.
<PAGE> 3
CALIFORNIA JOCKEY CLUB
2600 SOUTH DELAWARE STREET
P.O. BOX 1117
SAN MATEO, CALIFORNIA 94403
------------------------
PROXY STATEMENT
------------------------
SOLICITATION OF PROXY, CUMULATIVE VOTING AND REVOCABILITY
This Proxy Statement is furnished in connection with the solicitation of
proxies to be used at the Annual Stockholders Meeting (the "Annual Meeting") of
California Jockey Club (the "Company"), a Delaware corporation, to be held on
Thursday, June 1, 1995, at 10:15 a.m. Pacific Daylight Time, at the Clubhouse of
Bay Meadows Racecourse, 2600 South Delaware Street, San Mateo, California, and
at any adjournment or postponements thereof. The stockholders of the Company
will consider (i) the election of six directors to serve until the 1996 Annual
Meeting or until a successor has been elected and qualified, (ii) ratifying the
selection of Deloitte & Touche LLP as independent public accountants for the
year 1995, and (iii) such other business as may properly be brought before the
meeting.
The solicitation of proxies in the enclosed YELLOW proxy card is made on
behalf of the Board of Directors of the Company.
The cost of preparing, assembling, and mailing the proxy material and of
reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy material to the beneficial
owners of shares held of record by such persons will be borne by the Company.
The solicitation of proxies will be made by use of the mails and may also be
made by telephone, telegraph, or personally, by certain directors, officers and
regular employees of the Company who will receive no extra compensation for such
services. In addition, the Company has retained D.F. King & Co., a proxy
distribution and solicitation firm, to assist in the distribution and
solicitation of proxies for shares, for a fee of $2,500 plus reimbursement of
reasonable out-of-pocket expenses. The proxy materials are being mailed to
stockholders of record at the close of business on April 28, 1995.
This Proxy Statement and the form of YELLOW proxy card were first sent or
given to stockholders on or about May 9, 1995.
A stockholder signing and returning a proxy on the enclosed YELLOW proxy
card has the power to revoke it at any time before the shares represented
thereby are voted by notifying the Secretary of the Company in writing,
executing a subsequent later dated proxy or by attending and voting such shares
at the Annual Meeting. If a stockholder specifies how the proxy is to be voted
with respect to any of the proposals for which a choice is provided, the proxy
will be voted in accordance with such specifications.
Holders of the Company's Common Stock ("CJC Common Stock") are entitled to
one vote for each share held. The Company's Certificate of Incorporation
provides that a stockholder, or his proxy, may cumulate votes in the election of
directors. That is, each stockholder is entitled to the number of votes that is
equal to the number of shares owned by him multiplied by the number of directors
to be elected (six for the Annual Meeting), and he may cumulate such votes for a
single candidate or distribute such votes among as many candidates as he deems
appropriate. Certain affirmative steps must be taken by stockholders of the
Company in order to be entitled to vote their shares cumulatively in the
election of directors. At a stockholders' meeting at which directors are to be
elected, such as the Annual Meeting, no stockholder shall be entitled to
cumulate votes for any candidate or candidates unless the candidate's or
candidates' names have been placed in nomination prior to the commencement of
the voting and a stockholder who appears in person at the meeting has given
notice thereat prior to the commencement of the voting of the stockholder's
intention to cumulate votes. If any stockholder has given such notice at the
Annual Meeting, then every stockholder entitled to vote may cumulate votes for
candidates in nomination. The Board of Directors is soliciting, and the proxy
holders will have, full discretion and authority to vote cumulatively, to
allocate votes among any or all of
<PAGE> 4
the nominees of the Board of Directors and to vote for the election of less than
all of the nominees of the Board of Directors (and in such order as they may
determine) if candidates other than those named herein for directors are
proposed at the Annual Meeting by others than the Board of Directors and the
requirements for cumulative voting are satisfied. Such discretion and authority
of the proxy holders may be withheld by checking the box marked "withhold
authority." If this alternative is selected by a stockholder, none of the
stockholder's shares will be voted (cumulatively or otherwise) for any of the
nominees of the Board of Directors unless such stockholder appears and votes in
person at the Annual Meeting. Ballots will be available at the Annual Meeting
for persons desiring to vote in person.
If voting on the election of directors at the Annual Meeting is not
conducted by cumulative voting, each stockholder will be entitled to cast one
vote per share for each of up to six candidates. Whether or not there is
cumulative voting on the election of directors, the six candidates receiving the
highest number of votes will be elected as directors. Accordingly, broker
non-votes and abstentions will not be counted, except for quorum purposes, and
will have no effect on the election of the directors. Voting on all other
matters to be submitted at the Annual Meeting is noncumulative and a majority of
the shares present in person or represented by proxy at the Annual Meeting is
required to approve such other matters. In determining whether the requisite
majority has been received on any such matter, broker non-votes will not be
counted, while abstentions will be counted and will therefore have the same
effect as a vote against the matter.
OUTSTANDING VOTING SECURITIES -- BENEFICIAL OWNERSHIP
Only stockholders of record at the close of business on April 28, 1995 (the
"Record Date") are entitled to vote at the Annual Meeting. On that day, there
were issued and outstanding 5,753,257 shares of CJC Common Stock.
The outstanding shares of CJC Common Stock are "paired" with the
outstanding shares of the Common Stock $.01 par value per share ("BMOC Common
Stock"), of Bay Meadows Operating Company ("BMOC"), a Delaware corporation, so
that they are transferable and tradable only in combination as units, each unit
consisting of one share of CJC Common Stock and one share of BMOC Common Stock
(a unit of "Paired Common Stock"). These restrictions on transfer are imposed by
the Bylaws of the Company and BMOC. The pairing is evidenced by "back-to-back"
certificates and the certificates bear a legend referring to the restrictions on
transfer imposed by the Bylaws of the Company and BMOC.
2
<PAGE> 5
The following table sets forth, as of March 15, 1995, the number of shares
of CJC Common Stock owned (i) by each director and nominee for director, (ii) by
the Named Executive Officers (identified below), (iii) by all directors and
executive officers of the Company as a group, and (iv) by all those known by the
Company to be beneficial owners as a group of more than five percent (5%) of the
CJC Common Stock, together with the percentage of stock so owned.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAMES OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) PERCENTAGE OF TOTAL (11)
- - ---------------------------------------------- ----------------------- ------------------------
<S> <C> <C>
James P. Conn................................. 95,160(2)(3)(4) 1.7
James M. Harris............................... 17,012(5) *
Brian M. Herrera.............................. 180,000(6)(7) 3.1
Marylin Kyne Gunderson........................ 220,200 3.8
Richard E. Perazzo............................ 8,248(8) *
Kjell H. Quale................................ 85,000 1.5
"Gabelli Group"............................... 420,100(9) 7.3
Directors and executive officers, as a
group....................................... 605,620(10) 10.5
</TABLE>
- - ------------
*Less than one percent (1%) of the outstanding CJC Common Stock.
(1) Unless otherwise indicated in the footnotes, and subject to community
property laws where applicable, each named stockholder has sole voting and
investment power with respect to the shares of CJC Common Stock
beneficially owned by such stockholder.
(2) Includes 22,080 shares held by Mr. Conn as trustee, and an additional
18,080 shares held in trust for the benefit of Mr. Conn's children. Mr.
Conn is not a trustee of his children's trust and does not have voting or
investment power over such shares, but does hold a reversionary interest in
the trust.
(3) Includes 20,000 shares issuable upon exercise of outstanding stock options
that are exercisable within 60 days of March 15, 1995.
(4) Mr. Conn is a Director of Gabelli Equity Trust and Gabelli Asset Fund,
which are affiliates of the "Gabelli Group" (see Note 9 below). Mr. Conn
disclaims beneficial ownership of the 420,100 shares owned by the Gabelli
Group.
(5) Includes 4,000 shares owned by Mr. Harris' mother for which Mr. Harris
holds a power of attorney.
(6) Includes 90,000 shares held by Mr. Herrera in the testamentary trust of Mr.
Herrera's late father, of which he is the trustee and a beneficiary.
(7) Includes 90,000 shares held in Mr. Herrera's mother's living trust, of
which he is a co-trustee and a beneficiary.
(8) Includes a total of 48 shares registered in Mr. Perazzo's name as custodian
for his sons, 24 shares each.
(9) A "Schedule 13D" (Amendment No. 2) filing dated July 27, 1994, was made by
the "Gabelli Group". The Gabelli Group is comprised of Gabelli Funds, Inc.,
GAMCO Investors, Inc., Gabelli & Company, Inc., Gabelli International
Limited II, Gabelli Performance Partnership, Gabelli International Limited,
and Mario Gabelli. The Schedule 13D filing indicates that the aggregate
number of shares owned by the group is 420,100 shares. The address of the
Gabelli Group is One Corporate Center, Rye, N.Y. 10580-1435.
(10) Includes 20,000 shares issuable upon exercise of outstanding stock options
that are exercisable within 60 days of March 15, 1995.
(11) Percentages shown indicate what the total percentage beneficial ownership
of CJC Common Stock would be for each named stockholder if such holder, but
no other stockholder, whether or not named, exercised those of his stock
options that were exercisable on March 15, 1995, or that will become
exercisable 60 days thereafter.
3
<PAGE> 6
ELECTION OF DIRECTORS
(PROPOSAL 1)
Six directors will be elected at the Annual Meeting to serve until the
Annual Meeting in 1996. Each director elected will continue in office until a
successor has been elected and qualified. If prior to the Annual Meeting any
nominee becomes unable to serve or declines to serve, which the Board of
Directors has no reason to expect, the persons named in the accompanying Proxy
intend to vote for the balance of those named and, if they deem advisable, for a
substitute nominee. The names of the nominees for directors of the Company are
listed in the following table.
<TABLE>
<CAPTION>
DIRECTOR PRINCIPAL OCCUPATION AND
NAME AGE SINCE BUSINESS EXPERIENCE
- - ------------------------------ --- -------- ----------------------------------------------
<S> <C> <C> <C>
James P. Conn................. 57 1983 Managing Director and Chief Investment Officer
of Financial Security Assurance (an insurance
company) since 1992. Former President and
Chief Executive Officer of BMOC (Thoroughbred
horse racing) from March 1988 to November
1992. Director of Gabelli Equity Trust
(publicly-held investment company) and Gabelli
Asset Fund since 1988. Director of the former
California Jockey Club from 1969 until its
reorganization in March 1983. President and
Chief Executive Officer of Transamerica
Investment Services, Inc. (investments), a
subsidiary of Transamerica Corporation, and
Vice President -- Investments of Transamerica
(financial services) from October 1975 until
March 1988. Chairman and President of
Transamerica Cash Reserve, Inc. (money market
fund) and Chairman and President of
Transamerica Income Shares, Inc. (closed-end
bond fund) from 1980 until 1988.
James M. Harris*.............. 62 1983 President and Treasurer of the Company since
1983. Vice President of Cazenove, Inc.,
International Stockbrokers, for more than five
years (until retirement in 1992).
Marylin Kyne Gunderson........ 72 1983 Private investor for more than five years.
Secretary of the Company from 1985 to 1989.
Brian M. Herrera.............. 42 1992 President, Herrera Cadillac (auto dealership)
since October 1991. Real Estate Developer,
Morweg Development (land acquisitions and
sales company), from May 1988 to October 1991.
Richard E. Perazzo............ 48 1990 Self-employed Certified Public Accountant
since 1990. Chief Financial Officer and
Treasurer of BMOC (Thoroughbred horse racing)
from 1983 to 1989. Controller of the former
California Jockey Club from 1976 to 1983.
Director of BMOC from 1983 to 1989.
Kjell H. Qvale*............... 75 1991 Chairman of the Board and Secretary of the
Company since 1991. Chairman of the Board of
British Motor Car Distributors, Ltd. (an
automotive sales company) since 1948. Chairman
of the Board of KJB Development Corp. (an
automobile and investment company) for over 35
years. Chairman of the Board of First National
Bank of Marin. Director of Hollywood Park
(Thoroughbred horse racing). Prior to 1991,
President and Director of Pacific Racing
Association d.b.a. Golden Gate Fields
(Thoroughbred horse racing), for over 25
years.
</TABLE>
- - ------------
* "Named Executive Officers" of the Company.
There is no family relationship among any of the Company's executive
officers, directors or nominees for director.
4
<PAGE> 7
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE
FOREGOING NOMINEES TO THE BOARD OF DIRECTORS OF THE COMPANY.
COMPENSATION OF DIRECTORS
For 1994, members of the Board of Directors received an annual fee of
$12,000 each. The Chairman of the Audit Committee receives $500 for each Audit
Committee meeting attended and each of the other members of the Audit Committee
receive $350 for each meeting attended. During 1994, each director was also
provided a food and beverage allowance of $1,000 for use by the director and his
or her guests in the Directors Room and Turf Club at Bay Meadows Racecourse.
COMMITTEES OF THE BOARD OF DIRECTORS AND MEETING ATTENDANCE
The Board of Directors of the Company held a total of 11 meetings during
the year ended December 31, 1994. During 1994, none of the directors attended
fewer than 81% of the combined total number of meetings of the Board of
Directors and the total number of meetings held by all committees of the Board
of Directors on which they served.
The Board of Directors has appointed an Audit Committee, but has not
appointed a Nominating Committee.
The Audit Committee includes: Kjell Qvale (Chairman), James Harris and
Richard Perazzo. The functions of the Audit Committee are to review the annual
financial statements with the Company's independent public accountants, to
review their work, approve any non-audit services performed by them, and to make
annual recommendations to the Board of Directors for the appointment of
independent public accountants for the ensuing year. The Audit Committee had one
meeting in 1994.
COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires that the
Company's directors and executive officers, and persons who own more than ten
percent of a registered class of its equity securities, file with the Securities
and Exchange Commission and the American Stock Exchange initial reports of
ownership, and reports of changes in ownership, of Common Stock and other equity
securities of the Company. Officers, directors and "greater than ten percent"
stockholders are required by SEC regulation to furnish the Company with copies
of all Section 16(a) forms they have filed.
To the Company's knowledge, based solely on the review of copies of such
reports furnished to the Company during the fiscal year ended December 31, 1994,
and written representations that no other reports were required, all Section
16(a) filing requirements applicable to its officers, directors and "greater
than ten percent" beneficial owners were complied with.
EXECUTIVE COMPENSATION
The Company does not compensate its executive officers for their services.
Accordingly, there is no Compensation Committee and no report by the
Compensation Committee on executive compensation included herein.
5
<PAGE> 8
STOCK PERFORMANCE GRAPH
The following graph shows a comparison of cumulative returns during the
five year period ended December 31, 1994, of the Paired Common Stock, Standard
and Poor's 500 Composite Index ("S&P 500 Index") and the National Association of
Real Estate Investment Trust's All REIT Index:
<TABLE>
<CAPTION>
Measurement Period
(Fiscal Year Covered) CJC/BMOC S&P 500 Index All REIT Index
--------------------- -------- ------------- --------------
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 72.33 96.83 82.85
1991 76.63 126.41 112.15
1992 72.22 136.10 125.80
1993 84.20 149.70 149.13
1994 100.77 151.66 150.33
</TABLE>
The stock performance graph assumes that the original investment in the
Paired Common Stock and the amount invested in the two indexes was $100 on
December 31, 1989, and that all dividends during the period were reinvested.
6
<PAGE> 9
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
(PROPOSAL 2)
The firm of Deloitte & Touche LLP, which served the Company as independent
public accountants for the 1994 fiscal year, has been selected by the Board of
Directors of the Company as the Company's independent public accountants for the
1995 fiscal year. Deloitte & Touche LLP has no interest, financial or otherwise,
in the Company. All proxies will be voted for ratification of the selection of
Deloitte & Touche LLP, unless authority to vote for the ratification of such
selection is withheld or an abstention is noted.
Representatives from Deloitte & Touche LLP will be present at the Annual
Meeting. They will have the opportunity to make a statement, if they desire to
do so, and will be available to respond to appropriate questions.
THE BOARD RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS FOR
1995.
CHANGES IN INDEPENDENT AUDITORS
Effective October 20, 1993, the Company's Board of Directors dismissed
Ernst & Young LLP and engaged Deloitte & Touche LLP as independent accountants
for 1993. During the two most recent fiscal years, prior to October 20, 1993,
there were no disagreements with Ernst & Young LLP on any matter of accounting
principles or practices, financial statement disclosure, auditing scope or
procedure, or any reportable events. The report of Ernst & Young LLP on the
financial statements of the Company for fiscal years 1991 and 1992 contained no
adverse opinion or disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.
The Company previously requested Ernst & Young LLP to furnish a letter
addressed to the SEC stating whether Ernst & Young LLP agreed with the above
statements. A copy of the Ernst & Young LLP letter to the SEC stating that Ernst
& Young LLP agreed with the above statements, dated October 21, 1993, was filed
as Exhibit I to the Form 8-K, dated October 29, 1993.
OTHER MATTERS
VOTING OF PROXIES
If the enclosed proxy is completed in the appropriate spaces, signed, dated
and returned, the proxy will be voted by the proxy holders as specified in the
proxy. If no specification is made, it will be voted FOR the election of the
Board of Directors' nominees, FOR ratification of Deloitte & Touche LLP as
independent public accountants for the 1995 fiscal year, and will be voted on
such other matters as may come before the meeting at the discretion of the proxy
holders.
STOCKHOLDERS' PROPOSALS FOR NEXT ANNUAL MEETING
Stockholders' proposals intended to be presented at the 1996 Annual Meeting
must be received by the Company no later than January 9, 1996, for inclusion in
the Company's Proxy Statement and form of proxy for that meeting.
OTHER MATTERS
The Company's Bylaws provide that stockholders intending to nominate
candidates for election as directors or to bring business before a stockholders'
meeting must give the prescribed notice and information to the Company at least
60 days prior to the meeting of stockholders. However, the Bylaws also provide
that, where less than 70 days' notice or prior public disclosure of the date of
a stockholders' meeting is given, advance notice of stockholder nominations for
the election of directors or business to be brought before any stockholders'
meeting must be delivered or mailed to and received at the principal executive
offices of the Company not later than the close of business on the tenth day
following the day on which the notice of the
7
<PAGE> 10
meeting of stockholders was mailed, or such public disclosure was made. As of
the date of this Proxy Statement, no candidate is seeking election to the Board
of Directors pursuant to the foregoing Bylaw provisions.
As of the date of this Proxy Statement, the Board of Directors does not
know of any other business to be presented for consideration at the Annual
Meeting. If any such stockholder proposal or other business should properly come
before the Annual Meeting, the persons named in the enclosed form of proxy, or
their substitutes, will vote the shares represented by the proxies with respect
to any such matters in accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS
KJELL H. QVALE
Chairman of the Board and Secretary
Dated May 9, 1995
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT
YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO SIGN, DATE AND
RETURN THE ACCOMPANYING YELLOW PROXY CARD IN THE ENCLOSED POSTAGE PRE-PAID
ENVELOPE.
8
<PAGE> 11
PROXY
CALIFORNIA JOCKEY CLUB
-------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints James P. Conn, James M. Harris and Kjell H.
Qvale or any of them, each with full power of substitution, as proxies of the
undersigned, to attend the Annual Meeting of Stockholders of California Jockey
Club, to be held at the Clubhouse of Bay Meadows Racecourse, 2600 South Delaware
Street, San Mateo, California, on Thursday, June 1, 1995, at 10:15 a.m. and any
adjournment or postponement thereof, and to vote the number of shares the
undersigned would be entitled to vote if personally present at the meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NO CHOICE IS SPECIFIED, WILL BE
VOTED FOR THE SIX NOMINEES FOR ELECTION AS DIRECTORS (PROPOSAL 1) AND FOR
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS (PROPOSAL 2).
NOTWITHSTANDING THE FOREGOING, THE PROXIES NAMED ABOVE SHALL HAVE THE
AUTHORITY, IN THEIR DISCRETION, TO VOTE CUMULATIVELY THE SHARES OF THE
UNDERSIGNED, ALLOCATE VOTES AMONG ANY OR ALL OF SUCH NOMINEES, AND VOTE FOR
THE ELECTION OF LESS THAN ALL OF THE NOMINEES OF THE BOARD OF DIRECTORS (AND
IN SUCH ORDER AS THEY MAY DETERMINE), IF CANDIDATES OTHER THAN THOSE NAMED
HEREIN FOR DIRECTORS ARE PROPOSED AT THE ANNUAL MEETING BY OTHERS THAN THE
BOARD OF DIRECTORS AND THE REQUIREMENTS FOR CUMULATIVE VOTING ARE SATISFIED.
(To be completed and signed on reverse side)
/X/ Please mark
your votes
this way
- - ---------------
COMMON SHARES
1. ELECTION OF DIRECTORS FOR all nominees WITHHOLD
listed at the right AUTHORITY
(except as marked to vote for all
to the contrary) nominees listed at right
/ / / /
James P. Conn, James M. Harris, Brian M. Herrera, Marylin Kyne Gunderson,
Richard E. Perazzo and Kjell H. Qvale
INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below.
- - ----------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOREGOING NOMINEES.
2. Ratify the appointment of Deloitte & Touche LLP as independent auditors for
the year ended December 31, 1995.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, upon any and all other matters as may properly come
before the meeting or any adjournment thereof.
(Please sign exactly as name appears. When shares are held by joint tenants,
both should sign. When signing as attorney, as executor, administrator, trustee
or guardian, please give full title as such. If a corporation, please sign in
full corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.)
Dated:___________________________________________________________________, 1995
_______________________________________________________________________________
Signature
_______________________________________________________________________________
Signature, if held jointly
STOCKHOLDERS ARE URGED TO MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENVELOPE
PROVIDED, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
