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 / / Confidential, for Use of
/ / Definitive proxy statement the Commission Only
/ / Definitive additional materials (as permitted by
/ X / Soliciting material pursuant to Rule 14a-6(e)(2))
Rule 14a-11(c) or Rule 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, 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(j)(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:
- ------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------
<PAGE>
CALIFORNIA JOCKEY CLUB
SHAREHOLDERS COMMITTEE
559 Barron Avenue
Palo Alto, CA 94306
Phone: (415) 842-4677 - Fax: (415) 842-4678
May 16, 1996
Dear Fellow CJC Shareholders:
We are the California Jockey Club Shareholders Committee, a group
of concerned CJC shareholders who have determined to put forward
a slate of candidates for the CJC Board of Directors to be
considered at the upcoming 1996 CJC Annual Meeting of
Shareholders, presently scheduled for June 27, 1996. Like you, we
are very concerned about the future fate and value of this
important company. We believe our group of candidates offers an
effective alternative to the current CJC Board of Directors. We
can put the Company back on the right track. We hope that you
will consider our position carefully and ultimately give us your
vote.
Because of our announced candidacy, we anticipate that you will
be receiving at least two different proxy statements, with the
associated proxy cards, in the mail in the next several weeks --
one seeking a proxy to vote your shares of CJC stock in favor of
our nominees and another seeking a proxy to vote your shares in
favor of the nominees to be put forward by the present Board of
Directors. In our proxy statement, the CJC Shareholders Committee
will provide a more complete statement of its views and ideas
regarding the future of the Company. Given the Company's present
state of affairs, we believe you will find our position to be
compelling.
We have a great deal of faith in the sound judgment of the CJC
shareholders. As this is a critical time for the Company, we now
ask that you wait to hear and seriously consider our position
before making any decision as to the manner in which your votes
for the Board of Directors will be cast.
It is our view that the business of the Company has been
mismanaged for a number of years. A pattern of neglect has
plagued the Company. We believe that a series of ill-conceived
and poorly executed real estate transactions in recent years has
caused substantial damage to the value of the Company and its
principal asset, the property constituting the Bay Meadows
Racecourse. These transactions have in our view cost the
shareholders of California Jockey Club a great deal of money over
the years--who can forget the "dividend vacation" we all
weathered following the Bay Meadows Partners settlement?
From our perspective, this pattern of mismanagement has led to
lower and lower share values in an otherwise rising stock market.
We think the shareholders of CJC will agree that a change in
management is needed at this time, both to restore investor
confidence in California Jockey Club and to bring the value of
the CJC shares and dividends to a more appropriate level.
We believe that our commitment to causing CJC to return to the
management of its core business, the careful and thoughtful
management of the real estate constituting a horse racing track,
is both prudent and consistent with the true wishes of you, its
shareholders. We think everyone affected by the development of
Bay Meadows will on consideration agree that any further
development must be done in a thoughtful and carefully controlled
manner. We believe that all parties associated with the Bay Meadows
Racecourse, and particularly the shareholders of California
Jockey Club, will benefit greatly from a management group that is
receptive to input from its constituents. To do this will require
free and open communication between the CJC Board of Directors
and the Bay Meadows constituents, a practice we believe to be
sorely lacking in recent years.
<PAGE>
We urge you to examine carefully our proposal before making any
decision regarding this year's CJC Board of Director election. We
have the utmost faith in your judgment.
Our candidates for the California Jockey Club Board of Directors are:
<TABLE>
<CAPTION>
Common Stock:
Name and Occupation Business Address Number of Shares Held
- ------------------- ---------------- ---------------------
<S> <C> <C>
Ashton Cloninger, DVM Equine Sports Medicine 55
Veterinarian P.O. Box 582
Belmont, CA 94002
David Gjerdrum KERMA, Inc. 24,010
Technology Consultant 559 Barron Avenue
Palo Alto, CA 94306
Barton D. Heller Barons Jewelers 7,000
Jeweler 134 Bayfair Mall
San Leandro, CA 94578
Jerrylee Vanderhurst Lyons & Associates Realtors 220
Real Estate Agent 2801 "J" Street
Sacramento, CA 95816
Ronald J. Volkman ATX, Inc. 100
Real Estate Developer 792 Janevein Avenue
San Bruno, CA 94066
</TABLE>
We expect that you will be receiving our full proxy materials in
the next several weeks. Hopefully you will find them interesting
and convincing reading. We trust you will agree and cast your
votes in favor of our candidates.
Sincerely,
CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE
Ashton Cloninger, DVM Ronald J. Volkman Barton D. Heller
David Gjerdrum Jerrylee Vanderhurst
