SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1){1}
CALIFORNIA JOCKEY CLUB
BAY MEADOWS OPERATING COMPANY
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(Name of issuer)
SHARES OF COMMON STOCK, $.01 PAR VALUE
SHARES OF COMMON STOCK, $.01 PAR VALUE
- -----------------------------------------------------------------------------
(Title of class of securities)
072443 20 3
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(CUSIP number)
MR. DAVID H. LESSER
HUDSON BAY PARTNERS, L.P.
9 WEST 57TH STREET, SUITE 4310
NEW YORK, NEW YORK 10036
(212) 371-6422
- -----------------------------------------------------------------------------
(Name, address and telephone number of person
authorized to receive notices and communications)
AUGUST 6, 1996
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box <square>.
Check the following box if a fee is being paid with the
statement <square>. (A fee is not required only if the
reporting person (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13d-7.)
NOTE. Six copies of this statement, including all
exhibits, should be filed with the Commission. SEE Rule 13d-1
(a) for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9 Pages)
[FN]
__________________________
{1} The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, SEE the NOTES.)
<PAGE>
CUSIP No. 072443203 13D Page 2 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HUDSON BAY PARTNERS, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)<checked-box>
(b)<square>
3.
4. SOURCES OF FUNDS
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
7. SOLE VOTING POWER
NUMBER OF 275,300*
UNITS
8. SHARED VOTING POWER
BENEFICIALLY
275,300*
OWNED BY
9. SOLE DISPOSITIVE POWER
EACH
275,300*
REPORTING
10. SHARED DISPOSITIVE POWER
PERSON WITH
275,300*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,300
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.7%
14. TYPE OF REPORTING PERSON
PN
* Mr. Lesser is President, sole director and sole shareholder of Hudson Bay
Partners, Inc., general partner of Hudson Bay Partners, L.P. ("Hudson
Bay"), and, as a result of such affiliation, may be deemed to have shared
voting and dispositive power over the 275,300 Shares owned by Hudson Bay;
however, Mr. Lesser expressly disclaims beneficial ownership of any Shares
not directly owned by him.
<PAGE>
CUSIP No. 072443203 13D Page 3 of 9 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
DAVID H. LESSER
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)<checked-box>
(b)<square>
3. SEC USE ONLY
4. SOURCES OF FUNDS
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
<square>
6. CITIZENSHIP OR PLACE OF ORGANIZATION
7. SOLE VOTING POWER
NUMBER OF 12,800
UNITS
8. SHARED VOTING POWER
BENEFICIALLY
275,300*
OWNED BY
9. SOLE DISPOSITIVE POWER
EACH
12,800
REPORTING
10. SHARED DISPOSITIVE POWER
PERSON WITH
275,300*
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,100*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
<square>
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.9%
14. TYPE OF REPORTING PERSON
IN
* Mr. Lesser is President, sole director and sole shareholder of Hudson Bay
Partners, Inc., general partner of Hudson Bay Partners, L.P. ("Hudson
Bay"), and, as a result of such affiliation, may be deemed to have shared
voting and dispositive power over the 275,300 Shares owned by Hudson Bay;
however, Mr. Lesser expressly disclaims beneficial ownership of any Shares
not directly owned by him.
<PAGE>
PAGE 4 OF 9 PAGES
AMENDMENT NO. 1 TO SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This Amendment No. 1 amends and supplements the Statement on Schedule 13D
(the "Schedule 13D") originally filed with the Commission on July 18, 1996 by
Hudson Bay Partners, L.P, a Delaware limited partnership ("Hudson Bay") and
David H. Lesser, with respect to paired shares of common stock, par value $.01
(the "CJC Shares") of California Jockey Club, a Delaware corporation ("CJC"),
and shares of common stock, par value $.01 (the "BMOC Shares" and collectively
with the CJC Shares, the "Shares"), of Bay Meadows Operating Company, a
Delaware corporation (collectively, the "Issuer"). Capitalized terms used but
not defined in this Amendment No. 1 have the meanings ascribed to them in the
Schedule 13D.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 of the Schedule 13D is hereby amended by adding the following after
the first paragraph of Item 4:
On August 6, 1996, Hudson Bay Partners, Inc., the general partner of
Hudson Bay ("HBPI"), entered into an exclusivity agreement with CJC (the
"Agreement") with respect a potential investment in the Issuer by Hudson Bay
and/or its affiliates, the general terms of which have been discussed by Hudson
Bay and the Issuer but as to which no agreement has been reached. A copy of
the Agreement is attached hereto as Exhibit 7.2. HBPI and CJC have agreed to
enter into exclusive good faith negotiations in connection with the negotiation
and execution of mutually acceptable definitive documentation regarding any
such potential investment by Hudson Bay or its affiliates. Any such potential
investment is subject to satisfactory completion of a due diligence review of
the Issuer by Hudson Bay and its affiliates. CJC has agreed, subject to
applicable fiduciary duties of the Board of Directors of CJC, not (and has
agreed not to authorize or permit any representative of CJC) to initiate,
solicit, encourage, or participate in any negotiations regarding, furnish any
confidential information in connection with, endorse or otherwise cooperate
with, assist, participate in or facilitate the making of any proposal or offer
for, or which may reasonably be expected to lead to, any recapitalization,
acquisition, merger, consolidation or other business combination of CJC other
than the transactions contemplated by the Agreement. CJC also has agreed to
provide Hudson Bay and its representatives with information regarding the
business and operations of CJC, and CJC and HBPI have agreed to keep
confidential information learned regarding the other in connection with the
potential investment. The terms of the Agreement expire August 30, 1996, or on
such later date as CJC and HBPI may agree.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended by deleting such Item 5 in
its entirety and replacing said Item 5 with the following:
(a)-(b) As of the date of this filing, Hudson Bay is the record and
beneficial owner of 275,300 Shares of the Issuer, constituting approximately
4.7% of the outstanding Shares of the Issuer. Mr. Lesser is the record and
beneficial owner of 12,800 Shares of the Issuer, constituting approximately
0.2% of the outstanding Shares of the Issuer, and as a result of his
affiliation with the General Partner he may also be deemed to beneficially own
the 275,300 Shares owned by Hudson Bay; Mr. Lesser expressly disclaims
beneficial ownership of any Shares not directly owned by him. Mr. Lesser has
sole voting and dispositive power with respect to the 12,800 Shares owned of
record individually by him; he may be deemed to share with Hudson Bay voting
and dispositive power over the 275,300 Shares owned by Hudson Bay. HBPI owns
no Shares, except indirectly as general partner of Hudson Bay.
(c) On August 7, 1996 Hudson Bay sold through open-market sales an
aggregate of 200 Shares at $17.375 per Share, for net proceeds of approximately
$3,425.00. The 275,500 Shares previously beneficially owned by Hudson Bay less
the 200 Shares sold by Hudson Bay on August 7, 1996, represents 275,300 Shares
remaining, or approximately 4.7% of all outstanding Shares, held as of August
7, 1996 by Hudson Bay. On June 10, 1996, Hudson Bay acquired through open-
market purchases an aggregate of 10,000 Shares at $16.75 per Share, for an
aggregate purchase price of $167,800. Other than as described in this Item
5(c), no other purchases or sales of Shares by Hudson Bay were made within the
past 60 days.
(e) On August 7, 1996 Mr. Lesser ceased to be the beneficial owner of
more than five percent of the Shares and therefore ceased to be a reporting
person. Hudson Bay has never been the beneficial owner of more than five
percent of the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by adding to said Item 6 the
following:
(1) HBPI and CJC entered into the Agreement referred to in Item 4 on
August 6, 1996. A copy of the Agreement is attached hereto as Exhibit 7.2. A
description of the Agreement is contained in Item 4 of this Schedule 13D, and
such description is hereby incorporated by reference as if it were contained in
this Item 6 of the Schedule 13D in its entirety.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.2 Agreement dated August 6, 1996 between California Jockey
Club and Hudson Bay Partners, Inc.
<PAGE>
PAGE 6 OF 9 PAGES
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 8, 1996
HUDSON BAY PARTNERS, L.P.
By: Hudson Bay Partners, Inc.,
General Partner
By: /S/ DAVID H. LESSER
-----------------------
David H. Lesser
President
By: /S/ DAVID H. LESSER
--------------------------
David H. Lesser, individually
<PAGE>
EXHIBIT 7.2
HUDSON BAY PARTNERS, INC.
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9 West 57th Street - Suite 4310
New York, NY 10019
(212) 371-6422
fax: (212) 371-6146
CONFIDENTIAL
------------
August 2, 1996
The Board of Directors of California Jockey Club
2600 South Delaware Street
San Mateo, California 94403
The Board of Directors of Bay Meadows Operating Company
2600 South Delaware Street
San Mateo, California 94403
Dear Sirs and Madame:
I am pleased to confirm the intent of Hudson Bay Partners, Inc. ("Hudson Bay")
together with certain affiliates, partners of other co-investors (collectively
the "Investor Group") to make an investment (the "Investment") in California
Jockey Club and its subsidiaries or affiliates (collectively "CJC") and Bay
Meadows Operating Company and its subsidiaries or affiliates (collectively
"BMOC"), the general terms of which have been discussed by the parties but as
to which no agreement has been reached.
Hudson Bay and CJC and BMOC have entered into discussions regarding the general
terms of the Investment. The Investment is subject to satisfactory completion
of a due diligence review and the negotiation and execution of mutually
acceptable definitive documentation ("Definitive Documents"). This letter
agreement confirms the mutual understanding of the undersigned parties with
respect to the terms under which the parties can proceed towards executing
Definitive Documents.
1. Investor Group, CJC and BMOC hereby agree to enter into exclusive good
faith negotiations during the term of this letter agreement with an
intent of entering into Definitive Documents with respect to the proposed
Investment.
2. Neither CJC nor BMOC shall, nor shall they authorize or permit any
officer, director, employee, investment banker, financial advisor,
attorney, accountant or other agent or representative (each a
"Representative") retained by or acting for or on behalf of CJC or BMOC
to, directly or indirectly, initiate, solicit, encourage, or, unless each
Board of Directors of CJC or BMOC believes, on the basis of advice
furnished by independent legal counsel, that the failure to take such
actions would constitute a breach of applicable fiduciary duties,
participate in any negotiations regarding, furnish any confidential
information in connection with, endorse or otherwise cooperate with,
assist, participate in or facilitate the making of any proposal or offer
for, or which may reasonably be expected to lead to, an Acquisition
Transaction (as defined below), by any person, corporation, partnership
or other entity or group (a "Potential Acquiror"). As used in this
letter agreement, "Acquisition Transaction" means any recapitalization,
merger, consolidation, or other business combination involving CJC and/or
BMOC, or any acquisition in any manner of all or a substantial portion of
the equity of or the issuance of additional equity in CJC and/or BMOC
(other than to providers of services in the ordinary course of business),
or any interest in all or a substantial portion of the assets of CJC or
BMOC, whether for cash, securities or any other consideration or
combination thereof other than pursuant to the transactions contemplated
by this letter agreement.
3. CJC and BMOC shall, throughout the period from the date hereof to the
termination of this letter agreement, (i) provide the Investor Group and
their Representatives, with full access, upon reasonable prior notice and
during normal business hours, to all officers, employees, agents and
accountants of CJC and BMOC and their respective assets, properties,
books and records, and (ii) furnish promptly to such persons (x) a copy
of each report, statement, schedule and other document filed or received
by CJC or BMOC pursuant to the requirements of federal or state
securities laws or filed with any other governmental or regulatory
authority, and (y) all other information and data concerning the business
and operations of CJC and BMOC as Investor Group may reasonably request.
4. Investor Group will hold, and will use its best efforts to cause its
Representatives to hold, in strict confidence, unless (i) compelled to
disclose by judicial or administrative process or by other requirements
of applicable laws of governmental or regulatory authorities (including,
without limitation, in connection with obtaining the necessary approvals
of this letter agreement or the transactions contemplated hereby by
governmental or regulatory authorities), or (ii) disclosed in an action
or proceeding by a party hereto in pursuit of its rights or in the
exercise of its remedies hereunder, all documents and information
concerning CJC and BMOC and the transaction contemplated hereby furnished
to it by CJC and BMOC or its Representatives in connection with this
letter agreement or the transactions contemplated hereby, except to the
extent that such documents or information can be shown to have been (x)
previously known by Investor Group or its Representatives, (y) in the
public domain (either prior to or after the furnishing of such documents
or information hereunder through no fault of Investor Group or its
Representatives) or (z) later acquired by Investor Group or its
Representatives from another source if Investor Group or such
Representative is not aware that such source is under an obligation to
CJC and BMOC to keep such documents and information confidential. In the
event that this letter agreement is terminated without the transactions
contemplated hereby having been consummated, upon the request of CJC and
BMOC, Investor Group will, and will cause its Representatives to,
promptly redeliver or cause to be redelivered all copies of documents and
information furnished by CJC and BMOC or its Representatives to Investor
Group and its Representatives in connection with this letter agreement or
the transactions contemplated hereby.
5. CJC and BMOC will hold, and will use its best efforts to cause its
Representatives to hold in strict confidence, unless (i) compelled to
disclose by judicial or administrative process or by other requirements
of applicable Laws of Governmental or Regulatory Authorities (including,
without limitation, in connection with obtaining the necessary approvals
of this letter agreement or the transactions contemplated hereby by
Governmental or Regulatory Authorities), or (ii) disclosed in an action
or proceeding by a party hereto in pursuit of its rights or in the
exercise of its remedies hereunder, all documents and information
concerning the Investor Group and the transactions contemplated hereby
furnished to it by the Investor Group or its Representatives in
connection with this letter agreement or the transactions contemplated
hereby, except to the extent that such documents or information can be
shown to have been (x) previously known by CJC or BMOC or its
Representatives, (y) in the public domain (either prior to or after the
furnishing of such documents or information hereunder through no fault of
CJC or BMOC or its Representatives) or (z) later acquired by CJC or BMOC
or its Representatives from another source if CJC or BMOC or such
Representative is not aware that such source is under an obligation to
Investor Group to keep such documents and information confidential. In
the event that this letter agreement is terminated without the
transactions contemplated hereby having been consummated, upon the
request of Investor Group, CJC and BMOC will, and will cause its
Representatives to, promptly redeliver or cause to be redelivered all
copies of documents and information furnished by Investor Group or its
Representatives to Investor Group and its Representatives in connection
with this letter agreement or the transactions contemplated hereby.
6. The terms of this letter agreement will expire August 30, 1996, or such
later date as the parties may agree.
7. This letter agreement cannot be changed or any provision waived orally.
Any changes or additional provisions or waivers must be set forth in a
rider attached hereto or in a separate written agreement signed by the
parties.
8. This letter agreement may be executed in multiple counterparts all of
which when taken together shall constitute one letter agreement. The
obligations and rights of CJC and BMOC under this letter agreement shall
be several and not joint.
9. For purposes of executing this letter agreement, a document signed and
transmitted by facsimile machine shall be treated as an original
document. The signature of any party thereon shall be considered as an
original signature, and the document transmitted shall be considered to
have the same binding legal effect as an original signature on an
original document. At the request of any party, any facsimile document
shall be re-executed by the other parties in original form. No party
hereto may raise the use of a facsimile machine as a defense to the
enforcement of this letter agreement or any amendment executed in
compliance with this paragraph.
I believe our discussions to date relating to the Investment contemplated by
this letter agreement have been fruitful and look forward to continued progress
towards completing this very exciting transaction which should prove very
rewarding to CJC and BMOC and their shareholders. Please indicate the
agreement of CJC and BMOC with the terms of this letter agreement by executing
below by August 6, 1996.
Hudson Bay is prepared to commit the necessary resources to completing the
Definitive Documents and believes that this can be accomplished within the term
of this letter agreement.
Very truly yours,
HUDSON BAY PARTNERS, INC.
By: /s/ David H. Lesser
-------------------
President
AGREED AND ACCEPTED
this 6th day of August, 1996
CALIFORNIA JOCKEY CLUB
By: /s/ James M. Harris
-------------------
Title: President
AGREED AND ACCEPTED
this day of August, 1996
BAY MEADOWS OPERATING COMPANY
By:___________________________
Name:
Title:
