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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 Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
California Jockey Club
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(Name of Registrant as Specified In Its Charter)
California Jockey Club Shareholders Committee
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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 Rules 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 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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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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CALIFORNIA JOCKEY CLUB
SHAREHOLDERS COMMITTEE
559 BARRON AVENUE
PALO ALTO, CA 94306
PHONE: (415) 842-4677 FAX: (415) 842-4678
HTTP://WWW.CALJOCKEY.COM
July 5, 1996
Dear Fellow CJC Shareholders:
We, the members of the California Jockey Club Shareholders Committee, wrote to
you on May 16th announcing our determination to run as a slate for election to
the CJC Board of Directors at the 1996 CJC Annual Meeting of Shareholders. WE
ARE MORE THAN EVER DETERMINED TO STAND FOR ELECTION IN ORDER TO PROMOTE THE
COMPANY'S RETURN TO CONCENTRATION ON ITS CORE BUSINESS--THE CAREFUL AND
THOUGHTFUL MANAGEMENT OF THE REAL ESTATE CONSTITUTING THE BAY MEADOWS
RACECOURSE.
As you will recall, CJC management had at first announced that the Annual
Meeting of Shareholders would be held on June 27th. WE THEN PROMPTLY INFORMED
CJC OF OUR INTENT TO PROVIDE CJC SHAREHOLDERS WITH AN ALTERNATIVE SLATE TO THE
NOMINEES TO BE PROPOSED BY CJC MANAGEMENT. We followed up that notice to CJC
with our letter to you. HOWEVER, WHEN FACED WITH OUR CHALLENGE, CJC
MANAGEMENT INDEFINITELY POSTPONED THE ANNUAL MEETING.
Before management canceled the Annual Meeting, we had indicated that we would
be furnishing you with a proxy statement providing more complete information
concerning our views and ideas regarding the future of the Company. We still
intend to do so but must wait until a meeting date has been set.
THIS IS NOT TO SAY THAT WE ARE SIMPLY WILLING TO WAIT AND ALLOW MANAGEMENT
TO IGNORE THE BYLAWS AND BASIC STATUTORY RULES FOR THE HOLDING OF THE ANNUAL
MEETING. TO THE CONTRARY, WE HAVE TAKEN STEPS TO CAUSE THE MEETING TO BE HELD
PROMPTLY BY FILING A LAWSUIT ON WEDNESDAY, JULY 3 IN SAN MATEO COUNTY SUPERIOR
COURT TO COMPEL THE COMPANY TO SCHEDULE A MEETING AS SOON AS POSSIBLE SO THAT
YOU, THE CJC SHAREHOLDERS, CAN HAVE A MEANINGFUL CHOICE REGARDING THE FUTURE
DIRECTION OF THE COMPANY.
We regret that CJC management has determined to discontinue the long-standing
tradition of holding the CJC meeting on the same date and at the same location
as the Bay Meadows meeting. Although the CJC and Bay Meadows shares are paired
for trading purposes, CJC management appears to have embarked on a course of
action that puts the two companies at cross purposes. Shareholder value depends
on the collective worth of both companies, yet shareholders may now have to
attend separate meetings to be sure that their views are known. WE CAN ONLY
HOPE THAT THE CJC MANAGEMENT WILL SEE FIT TO SCHEDULE A SHAREHOLDERS MEETING
PROMPTLY. WE STRONGLY RECOMMEND THEY ATTEND THE BAY MEADOWS MEETING ON
FRIDAY, JULY 12TH TO HEAR FIRST-HAND HOW SHAREHOLDERS FEEL ABOUT THE DIRECTION
OF THE TWO COMPANIES. AT ANY RATE, CJC MANAGEMENT WILL HAVE TO FACE THE
SHAREHOLDERS SOON, AND THE CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE WILL
CHAMPION YOUR INTERESTS.
Sincerely,
CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE
Ashton Cloninger, DVM 55 shares
David Gjerdrum 24,010 shares
Barton D. Heller 7,000 shares
JerryLee Vanderhurst 34,541 shares
Ronald J. Volkman 1,000 shares
