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California Jockey Club
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California Jockey Club Shareholders Committee
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FROM: CALIFORNIA JOCKEY CLUB FOR RELEASE: IMMEDIATELY
SHAREHOLDERS COMMITTEE
CONTACT: DAVID GJERDRUM
CALIFORNIA JOCKEY CLUB
SHAREHOLDERS COMMITTEE
(415) 813-0912
TERRY KEE
PILLSBURY MADISON & SUTRO LLP
(415) 983-1724
CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE
OBJECTS TO CORPORATE RESTRUCTURING AGREEMENT
San Francisco, August 20, 1996. . . .The California Jockey Club
Shareholders Committee formally objected today to the California Jockey Club's
(AMEX: CJ) recently announced agreement with Hudson Bay Partners, L.P. to effect
a major corporate restructuring.
Ron Volkman, a member of the Committee and one of the Committee's nominees
for election to the Board of Directors, commented as follows:
"There is nothing good about this deal for CJC shareholders. CJC
shareholders would be "locked in" to a minority position without obtaining a
true premium for surrendering control of the company. There is no guarantee
that the massive cash infusion will be used wisely, rather than for even more
improvident real estate speculation to the detriment of our historic franchise
of live racing.
"The only persons benefiting from the arrangement are Hudson Bay and the
CJC management team, which would be rewarded with yet more options on CJC stock.
It is ludicrous, given their sorry track record, to provide them additional
incentive to mismanage the company's affairs.
"The announcement of the deal, on the eve of the holdover directors being
forced from office, illustrates their monumental arrogance and contempt for
shareholder rights. Fortunately, this deal is beyond the holdover Board's power
to complete. CJC shareholders and the BMOC Board can and should reject it.
--MORE--
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CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE
PAGE 2
"To add insult to injury, the holdover directors have agreed to pay Hudson
Bay a $2.9 million breakup fee if a better deal is presented to Cal Jockey
before the transaction is consummated. We do not believe Cal Jockey can be made
to pay such a breakup fee. The holdover directors have rushed into this
terrible agreement in a desperate attempt to remain in office. Hudson Bay should
not and cannot be rewarded for encouraging the holdover directors to violate
their clear duties to CJC shareholders.
"We intend to put both Hudson Bay and the holdover directors on notice of
our position with regard to this agreement and its breakup fee. If elected, we
will take any and all appropriate action to investigate and remedy this and
other wrongful acts committed by the holdover directors."
The Shareholders Committee was formed back in May when a group of
shareholders who had tired of the current Board's activities joined together and
decided to present a slate of five candidates for election to the company's
Board of Directors at the upcoming annual meeting scheduled for June 27. When
the incumbent Board learned that their Board seats would be challenged, they
responded by canceling the meeting. The Committee has successfully sued to
require the Board to hold the annual meeting on August 30.
Information released by CJC indicates that the Hudson Bay agreement
involves a $300 million investment by Hudson Bay into two new limited
partnerships in exchange for 15 million of the new limited partnership units,
which are then convertible into 72% of the CJC/Bay Meadows Operating Company
paired stock at $20 a share. CJC and BMOC are also required to contribute all
of their assets to the new limited partnerships in exchange for partnership
units on a share-for-unit basis. As a part of the deal, CJC has additionally
agreed to pay a $2.9 million termination fee to Hudson Bay if it accepts a
higher, unsolicited offer and terminates the agreement with Hudson Bay.
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