THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(D) OF
REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
California Jockey Club
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(Name of Issuer)
Common Stock
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(Title Class of Securities)
13036210
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(CUSIP Number)
David Klafter, Esq.
Gotham Partners, L.P.
237 Park Avenue
New York, New York 10017
and
Peter Golden, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 11, 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[ ].
* 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 ("Act") 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).
SCHEDULE 13D
CUSIP No. 13036210 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P. 13-3700768
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
359,109
SHARES
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
0
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH 359,109
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,109
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.23%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 13036210 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners II, L.P. 13-3863925
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE IF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
5,753
SHARES
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
0
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH 5,753
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON*
PN
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the
shares of common stock (the "Shares") of California Jockey Club, a
Delaware corporation (the "Company"). The principal executive offices
of the Company are located at 2600 S. Delaware Street, San Mateo,
California 94403.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by Gotham Partners, L.P., a New
York limited partnership ("Gotham"), and Gotham Partners II, L.P., a
New York limited partnership ("Gotham II"). Each of Gotham and Gotham
II was formed to engage in the business of buying and selling
securities.
Section H Partners, L.P., a New York limited partnership
("Section H"), is the sole general partner of Gotham and Gotham II.
Karenina Corp., a New York corporation ("Karenina"), and DPB Corp., a
New York corporation ("DPB"), are the sole general partners of Section
H. Karenina is wholly owned by Mr. William A. Ackman. DPB is wholly
owned by Mr. David P. Berkowitz. Messrs. Ackman and Berkowitz are
citizens of the United States of America, and their principal
occupation is managing Gotham and Gotham II. The business address of
each of Gotham, Gotham II, Section H, Karenina, DPB and Messrs. Ackman
and Berkowitz is 237 Park Avenue, 9th Floor, New York, New York 10017.
During the last five years, none of Gotham, Gotham II, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz (i) has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the Shares purchased by Gotham
was $7,541,223 and the aggregate purchase price of the Shares
purchased by Gotham II was approximately $118,874. All of the funds
required for these purchases were obtained from the general funds of
Gotham and Gotham II, respectively.
ITEM 4. PURPOSE OF TRANSACTION
Each of Gotham and Gotham II has acquired the Shares covered by
this Statement for investment purposes, and intends to evaluate the
performance of such securities as an investment in the ordinary course
of its business. Gotham and Gotham II may seek to acquire additional
Shares or to dispose of some or all of the Shares which they
beneficially own. Such actions will depend upon a variety of factors,
including, without limitation, current and anticipated future trading
prices for such securities, the financial condition, results of
operations and prospects of the Company, alternate investment
opportunities, and general economic, financial market and industry
conditions.
Based upon a press release issued by California Jockey Club on
August 19, 1996, Gotham is aware of Hudson Bay Partners, L.P.'s
("Hudson Bay") recapitalization proposal to California Jockey Club and
Bay Meadows Operating Company to purchase 15 million new operating
partnership units at $20.00 per share and receive seven-year warrants
to purchase 5 million additional units at $25.69.
Based upon a press release issued by Starwood Capital Group,
L.C.C. ("Starwood") on October 8, 1996, Gotham is aware of Starwood's
proposal to offer existing California Jockey Club and Bay Meadows
Operating Company shareholders the opportunity to tender shares at
$22.00 or to retain their shares and participate in the potential
growth of the recapitalized company.
Gotham believes that the Starwood proposal is significantly
superior to the Hudson Bay proposal because Starwood's purchase of
shares at a higher price and lack of warrant issuance makes its
proposal significantly less dilutive to existing Company shareholders.
In addition, the lack of a financing contingency in Starwood's
proposal increases the likelihood that the recapitalization plan will
be consummated.
Gotham may contact Starwood and/or Hudson Bay to discuss ways in
which they can improve their respective proposals. Gotham may also
contact management, other potential investors, as well as consider
other alternatives to the existing Starwood and Hudson Bay proposals.
Except as set forth above, none of the persons named herein has
any plans or proposals which would relate to or result in any of the
matters set forth in items (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Gotham owns 359,109 Shares as of the date of this Statement,
representing an aggregate of approximately 6.23% of the outstanding
Shares (based upon the 5,763,257 Shares reported by the Company to be
outstanding in the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996). Gotham II owns 5,753 Shares as of the
date of this Statement, representing an aggregate of approximately .1%
of the outstanding Shares. None of Section H, Karenina, DPB, Mr.
Ackman or Mr. Berkowitz beneficially own any Shares (other than the
Shares beneficially owned by Gotham and Gotham II).
(b) Each of Gotham and Gotham II has sole power to vote and to
dispose of all of the Shares beneficially owned by it.
(c) Since August 12, 1996, Gotham and Gotham II have purchased
the following Shares at the following prices (which represent the
price for a unit of one Share and one share of the common stock of Bay
Meadows Operating Company, which trades together with each Share), in
each case in open-market transactions on the NASDAQ:
Gotham
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Date Number of Shares Price per Share
--------- ----------------- ----------------
8/12/96 14,700 $17.06
8/15/96 196 17.435
8/19/96 350 17.56
8/20/96 3,631 17.56
9/3/96 2,061 18.435
9/4/96 9,815 19.31
9/4/96 74,299 19.6421
9/13/96 5,500 18.6605
9/16/96 5,889 18.7183
9/17/96 1,963 18.56
9/18/96 9,819 18.67630
9/19/96 491 18.68501
9/20/96 294 18.685
9/23/96 1,472 18.685
9/24/96 1,472 18.685
9/25/96 4,955 18.9725
9/26/96 56,926 19.9716
9/27/96 1,473 19.8517
9/30/96 4,515 20.0117
10/1/96 8,539 20.456
10/2/96 10,000 20.0992
10/4/96 6,000 20.06
10/7/96 11,000 20.5373
10/8/96 3,600 20.2892
10/9/96 19,250 23.3693
10/10/96 14,337 23.8729
10/11/96 11,700 24.3773
10/14/96 4,000 24.085
10/15/96 35,500 24.1535
10/16/96 6,500 23.8446
10/17/96 26,400 24.227
10/18/96 2,462 24.435
Gotham II
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Date Number of Shares Price per Share
--------- ----------------- ----------------
8/12/96 300 $17.06
8/15/96 4 17.435
8/19/96 50 17.56
8/20/96 69 17.56
9/3/96 39 18.43513
9/4/96 185 19.31
9/4/96 1,401 19.6421
9/13/96 100 18.6605
9/16/96 111 18.71829
9/17/96 37 18.56
9/18/96 181 18.67630
9/19/96 9 18.68556
9/20/96 6 18.685
9/23/96 28 18.685
9/24/96 28 18.685
9/25/96 45 18.9724
9/26/96 1,074 19.9716
9/27/96 27 19.85185
9/30/96 85 20.01165
10/1/96 161 20.04559
10/2/96 200 20.0992
10/9/96 350 23.3693
10/10/96 225 23.87289
10/15/96 600 24.1535
10/17/96 400 24.227
10/18/96 38 24.435
Except as described above, none of Gotham, Gotham II, Section H,
Karenina, DPB, Mr. Ackman or Mr. Berkowitz has effected any
transactions in the securities of the Company during the past sixty
days.
(d) and (e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
None of Gotham, Gotham II, Section H, Karenina, DPB, Mr. Ackman
or Mr. Berkowitz is a party to any contract, arrangement,
understanding or relationship with respect to any securities of the
Company, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option agreements,
puts or calls, guarantees of profits, divisions of profits or losses
or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
October 21, 1996
GOTHAM PARTNERS, L.P.
By:Section H Partners, L.P.
its general partner
By: Karenina Corp.,
a general partner
By:/s/ William A. Ackman
William A. Ackman
President
GOTHAM PARTNERS II, L.P.
By:Section H Partners, L.P.
its general partner
By: Karenina Corp.,
a general partner
By:/s/ William A. Ackman
William A. Ackman
President
