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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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<S> <C>
Filed by the registrant /x/ / / Confidential, for Use of the
Filed by a party other than the registrant / / Commission Only (as permitted
Check the appropriate box: by Rule 14a-6(e)(2)
</TABLE>
/ / Preliminary proxy statement
/ / Definitive proxy statement
/x/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CALIFORNIA JOCKEY CLUB
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/x/ $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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: 1/
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/x/ 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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1. Set forth the amount on which the filing fee is calculated and state how
it was determined.
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NEWS RELEASE
[SITRICK AND COMPANY LOGO]
Contact: Sitrick and Company
Michael Sitrick
Donna K.H. Walters
(310) 788-2850
Anne George
(212) 755-2850
ISS PROXY VOTING SERVICE RECOMMENDS CALIFORNIA JOCKEY STOCKHOLDERS
VOTE FOR BOARD'S NOMINEES, REJECT DISSIDENTS
SAN MATEO, CALIF. -- AUGUST 26, 1996 -- The California Jockey Club
(AMEX:CJ) announced today that Institutional Shareholder Services (ISS) has
recommended the election of the California Jockey Club (CJC) Board nominees --
and rejection of a dissident slate of nominees -- at CJC's upcoming annual
stockholders meeting.
The CJC board nominees seeking re-election are Kjell H. Qvale, its
current chairman, James Harris, James Conn and Brian Herrera. CJC's annual
meeting will be held at 10 a.m., Friday, August 30, at the clubhouse of Bay
Meadows Racecourse in San Mateo.
In recommending the election of the board's nominees, ISS also
favorably reviewed actions taken by the CJC board, including contracts to sell
for $52 million approximately 73 acres of the 178 acres it owns at Bay Meadows.
The sales are a part of the current CJC board's plan to increase shareholder
value and generate funds to support the continuance of live racing at Bay
Meadows.
In its report, issued August 22, ISS states: "Selling the land will
provide funding to preserve live racing while enabling the company to purchase
other income-producing properties and lessen its dependence on racing revenues."
The report continues, "ISS agrees with CJC that the dissident board
offers no definitive course of action other than to study and reconsider the
land sales agreements. They have not specified how they will reverse the
decline in attendance and revenues at Bay Meadows or exactly how they intend to
either finance renovations to the current stables (if the land is not sold) or
provide alternative stabling (if the land is sold). . . . On this basis, we
cannot recommend support for their [the dissidents'] slate of directors."
2029 Century Park East, Suite 1750
Los Angeles, CA 90067
(310) 788-2850 Fax: (310) 788-2855
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Of the CJC nominees' plan, the ISS report states: "In view of the
decline in racetrack revenue, it is justifiable for CJC to diversify its
portfolio by selling off portions of Bay Meadows and reinvesting the proceeds in
other properties. It is not evident that the loss of these parcels will hinder
the racing operations, as the dissidents claim. If that were the case, it would
be self-defeating for CJC because it derives most of its income from Bay
Meadows. The existing stable is in need of extensive refurbishment or
replacement anyway, and without the land sales this undertaking or alternative
stabling could not be financed. ISS therefore supports the re-election of CJC's
board."
On August 19, the CJC board reached agreement with Hudson Bay Partners,
L.P. for Hudson Bay to invest $300 million into two new limited partnerships
created from the assets of CJC and Bay Meadows Operating Company (BMOC), in
exchange for 15 million units of the new limited partnerships, convertible into
72 percent of CJC/BMOC stock.
On this issue, the ISS report states: "Because the Hudson Bay
transaction is not the subject of this annual meeting, ISS offers no opinion on
it, stressing that shareholders will have the opportunity to study and vote on
it at a later date. This aside, we believe there is nothing objectionable in
CJC's proposed land sales and that the company is acting responsibly to enhance
shareholder value."
ISS also recommends stockholders reject a proposal, co-authored by one
of the dissident's slate members, to establish a mandatory retirement age for
directors at 72 years.
ISS is a leading international investment advisory service that provides
proxy and voting analysis to pension plans, investment managers, banks, mutual
funds and other institutional investors worldwide. CJC is a real estate
investment trust which leases substantially all of its land in San Mateo to Bay
Meadows Operating Company, which in turn operates Bay Meadows Racecourse there.
Shares of CJC and BMOC are traded on a paired basis.
ISS has consented to the release of this information.
# # #
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NEWS RELEASE
[SITRICK AND COMPANY LOGO]
Contact: Sitrick and Company
Michael Sitrick
Donna K.H. Walters
(310) 788-2850
Anne George
(212) 755-2850
FOR IMMEDIATE RELEASE
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CALIFORNIA JOCKEY CLUB WILL PURSUE ITS CHALLENGE OF ILLEGALLY OBTAINED PROXIES
SAN MATEO, CALIF.--AUGUST 26, 1996--Kjell H. Qvale, chairman of the
California Jockey Club (AMEX:CJ) issued the following statement in response to a
press release by F. Jack Liebau, president of Bay Meadows Operating Company
(BMOC):
"We find it unfortunate that Jack Liebau and BMOC find it necessary to
say things in connection with this dispute that are not true. In their release
dated August 22, they say several times, in several ways, that we were
attempting to prevent them from holding a meeting and prevent their shareholders
from being heard.
"This is not true, it has never been true, and Mr. Liebau, BMOC, their
lawyers know it is not true," Mr. Qvale said. "All we are asking in our federal
court action is that they be prevented from voting at any stockholder meeting
proxies obtained in violation of federal securities law. We will pursue that
with the court to make sure this election is not tainted by illegally obtained
proxies. However, we have never sought to prevent BMOC's special meeting from
occurring and we find it reprehensible that they would make such a statement."
2029 Century Park East, Suite 1750
Los Angeles, CA 90067
(310) 788-2850 Fax: (310) 788-2855
