<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.
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CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE
August 9, 1996
Dear Fellow Shareholder:
Please find enclosed our Committee's proxy materials describing our campaign to
elect five new members of the Board of Directors of the California Jockey
Club. As we have previously written you, the Committee is extremely concerned
about the CURRENT BOARD'S HIGH-HANDED EFFORTS TO DESTROY LIVE RACING AT BAY
MEADOWS, the long-time source of prosperity for the Jockey Club and our sister
company, Bay Meadows Operating Company.
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PLEASE REVIEW THE ENCLOSED MATERIALS CAREFULLY AND SUPPORT OUR EFFORTS TO
CONTINUE PROFITABLE, LIVE RACING AT BAY MEADOWS BY SIGNING, DATING AND
RETURNING THE ENCLOSED BLUE PROXY CARD IN THE ENVELOPE PROVIDED.
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LET THE SHAREHOLDERS DECIDE THE FUTURE OF CAL JOCKEY
Without seeking shareholder approval, the current Board is trying to change the
Jockey Club into a land speculation company by agreeing to sell almost all of
our company's assets -- THE STABLE AREA AND TRAINING TRACK. Without these
assets, live racing may no longer be possible. In fact, we believe that one of
the buyers has warned Bay Meadows Operating Company against even attempting to
make changes in the use and operations of the racecourse to accommodate live
racing after the sale.
Our Committee believes that the goal of creating long-term value for California
Jockey Club/Bay Meadows Operating Company shareholders is through the
continuance and growth of live racing at Bay Meadows. We are also committed,
however, to the twin beliefs that directors should continuously examine all
avenues to increasing shareholder value and that the shareholders should decide
the basic direction and purpose of the company. ACCORDINGLY, OUR CANDIDATES
ARE PLEDGED TO REVIEW THE PROPOSED SALES AND, IF APPROPRIATE, PRESENT THEM TO
THE SHAREHOLDERS FOR THEIR DECISION. CALIFORNIA JOCKEY CLUB/BAY MEADOWS
OPERATING COMPANY BELONGS TO THE SHAREHOLDERS, NOT THE DIRECTORS.
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SEND A MESSAGE TO MANAGEMENT THAT THEIR HIGH-HANDED TACTICS MUST CEASE BY
VOTING FOR THE COMITTEE ON THE ENCLOSED BLUE PROXY CARD TODAY
You should know that this Annual Meeting is being held only because the
Committee sued management and prevailed in the case. On August 5, 1996,
judgment was entered in the Committee's favor with the court ordering
management to hold an Annual Meeting for election of Directors on August 30,
1996. The regularly scheduled meeting on June 27, 1996 was cancelled shortly
after the Committee announced its intention seek the election of its slate of
new Directors.
MANAGEMENT'S REFUSAL TO HOLD AN ANNUAL MEETING UNTIL ORDERED TO DO SO BY A
COURT IS JUST ONE EXAMPLE OF THEIR HIGH-HANDED TACTICS. THEY CONTINUE ON THEIR
REAL ESTATE SALES STRATEGY DESPITE SIGNIFICANT OPPOSITION FROM SHAREHOLDERS AND
THEIR OWN DIRECTORS. TWO OF THE SIX CURRENT BOARD MEMBERS, MARYLIN K.
GUNDERSON AND RICHARD E. PERAZZO, REFUSED TO SEEK RE-ELECTION AS PART OF THE
SLATE OF INCUMBENT DIRECTORS BECAUSE OF THEIR OPPOSITION TO THE SALES STRATEGY.
Management also chooses to pursue its sales strategy despite the opposition of
our sister company, Bay Meadows Operating Company, which, after considerable
study and investigation, has concluded that the real estate sales seriously
jeopardize live racing at Bay Meadows Racecourse. As you know, California
Jockey and Bay Meadows stock trade as a single security. If the SHAREHOLDERS'
interests are to be served, the two companies must work together. Pursuit of a
strategy by one of the companies which harms the other company can only hurt
the shareholders. For that reason, we are very pleased that John Harris,
Chairman of Bay Meadows, has joined the Committee and is a candidate for
election to the Board.
The Annual Meeting is less than three weeks away. To ensure that your votes are
counted in time, please sign date and return the enclosed BLUE proxy card in
the postage paid envelope provided today.
If you have any questions, or require any assistance in voting your shares,
please call the company assisting us in communicating with shareholders,
Georgeson & Company Inc., toll free at 1-800-223-2064.
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 instruct them 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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