<PAGE>
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. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
CALIFORNIA JOCKEY CLUB
.................................................................
(Name of Registrant as Specified In Its Charter
CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE
.................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[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:
.............................................................
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:(1)
4) Proposed maximum aggregate value of transaction:
.............................................................
5) Total fee paid:
[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:
.............................................................
(2) Form, schedule or registration statement no.:
.............................................................
(3) Filing party:
.............................................................
(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.
<PAGE>
CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE
August 20, 1996
Dear Fellow Shareholder:
As we have previously written you we believe that the current management of Cal
Jockey is desperate to remain in office. They recently announced a deal with
Hudson Bay Partners in which Cal Jockey and Bay Meadows would contribute all of
their assets to two limited partnerships in return for a 27% ownership interest
AND give Hudson Bay the right in perpetuity to nominate a majority of the
corporations' directors before the Hudson Bay investment is even completed.
On top of that, the CJC holdover Board has now started making personal attacks
on our nominees. These misleading personal attacks are merely last gasp,
desperate efforts to distract the shareholders from the real issues in this
contest: the return of control over our company to the shareholders and the
election of a Board of Directors committed to the best long term interests of
the shareholders. As shown by the enclosed press release, however, the
holdover directors' efforts to avoid these issues have met with utter failure
in the courts and should meet the same fate at the ballot box.
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DO NOT BE MISLED BY MANAGEMENT'S TACTICS OF DESPERATION. TAKE BACK CONTROL OF
CAL JOCKEY BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD TODAY.
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Moreover, these personal attacks say far more about current management than
they do about their targets. Ron Volkman has a national reputation as a real
estate developer, in large part due to his successful recovery from the
Southwest real estate collapse in the late 80's, to which management alludes.
John C. Harris is one of the best known, highly respected businessmen in
California. To demonstrate the ludicrous nature of management's allegations,
John's supposed conflict of interest arises from his company's sale of $90,000
in meat to Bay Meadows catering in 1995. Those sales represent 0.06% of the
company's revenues for that year.
Ultimately, Thomas Jefferson had the best response:
I had laid down as a law to myself, to take no notice of the thousand calumnies
issued against me, but to trust my character to my own conduct, and the good
sense and candor of my fellow citizens.
<PAGE>
Again, do not be misled. The Committee's nominees do not support the proposed
deal with Hudson Bay or either of the two improvident land sales contracts,
which will result in impairment of the racing franchise, CJC's historic
business. If the proposed land sales are avoided, it will not become necessary
for CJC immediately to incur costs in excess of $10 million to build a new
stable area. Rather, in the short run, the current stable area can be retained
with relatively minor renovations payable out of operating revenues while the
new CJC Board develops in an orderly manner a five-year business plan to
preserve live racing and at the same time evaluate potential development of the
company's real estate and the financial advantages of its unique status as a
real estate investment trust.
The Annual Meeting is now a week away. Please vote to return control over Cal
Jockey to the shareholders by signing, dating and returning the enclosed BLUE
proxy card in the envelope provided today! Even if you have already voted for
management, there is still time to change your mind by signing, dating and
returning A BLUE proxy card. Remember, only your latest dated, validly executed
proxy card counts!
Very truly yours,
CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE
Ashton Cloninger David Gjerdrum F. Scott Gross John C. Harris
Barton D. Heller Doris Johnson Noble Threewitt Jerrylee Vanderhurst
Frank Wipfli Ronald J. Volkman
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IMPORTANT
If your shares are held in "Street Name" only your bank or broker can vote your
shares, and only upon receipt of your specific instructions. Please contact
the person responsible for your account and give instructions to execute a BLUE
proxy as soon as possible.
If you have any questions or need further assistance, please call the company
assisting us in communicating with shareholders:
GEORGESON & COMPANY INC.
Toll Free -- 1-800-223-2064
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<PAGE>
California Jockey Club Immediately
Shareholders Committee David Gjerdrum
California Jockey Club
Shareholders Committee
(415) 813-0912
Thomas Loran
Pillsbury Madison & Sutro LLP
(415) 983-1865
CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE PREVAILS AS BOTH FEDERAL AND
STATE COURTS REJECT THE COMPANY'S EFFORT TO AVOID ELECTION OF DIRECTORS
San Francisco, August 23, 1996....The California Jockey Club Shareholders
Committee has prevailed in legal proceedings commenced by California Jockey
Club (AMEX:CJ) in both state and local court to prevent shareholders supporting
the Committee from exercising their franchise to vote for directors on August
30, 1996.
In an after hours court session conducted on Wednesday August 21, 1996, Federal
District Judge Vaughn R. Walker denied a request by CJC's lawyers for
accelerated discovery in support of a motion to restrain the Committee from
voting proxies at the court-ordered meeting of shareholders to be held on
August 30. The Judge ruled that CJC had presented insufficient evidence to
justify potential disruption of the shareholder vote. On the following
morning, August 22, 1996, the San Mateo County Superior Court denied CJC's
motion for a two-week continuance of the court-ordered shareholders meeting.
These two court rulings clear the way for the election of directors by CJC
shareholders on August 30, in accordance with the judgement that the Committee
obtained against CJC management in San Mateo Superior Court.
Ron Volkman, a member of the Committee and one of the Committee's nominees for
election to the Board of Directors, commented as follows:
"We are pleased that the Courts have rejected these last-ditch attempts by CJC
management to avoid a shareholder vote. Based on the expressions of support
that the Committee already has received, we look forward to the CJC shareholder
election of directors next week. "
