<PAGE>
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:
[x] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] 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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<PAGE>
PRELIMINARY COPIES
1996 ANNUAL STOCKHOLDERS MEETING
OF
CALIFORNIA JOCKEY CLUB
2600 SOUTH DELAWARE STREET
SAN MATEO, CALIFORNIA 94403
_________________________
PROXY STATEMENT
OF
CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE
__________________________
This Proxy Statement, the accompanying Letter to Stockholders and the
enclosed BLUE proxy card are furnished in connection with the solicitation of
proxies by California Jockey Club Shareholders Committee (the "Committee") to be
used at the 1996 Annual Stockholders Meeting of California Jockey Club, a
Delaware corporation ("CJC"), to be held on August 30, 1996 at
[time/place] , California and at any adjournments or
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postponements thereof (the "Annual Meeting").
At the Annual Meeting, six Directors of CJC will be elected. The Committee
is soliciting your proxy in support of the election of the five candidates the
Committee intends to nominate (the "Committee Nominees") for election to the
six-person Board of Directors of CJC (the "Board"). ALL OF THE COMMITTEE
NOMINEES ARE COMMITTED TO PROMOTING CJC'S RETURN TO CONCENTRATION ON ITS CORE
BUSINESS--THE CAREFUL AND THOUGHTFUL MANAGEMENT OF THE REAL ESTATE CONSTITUTING
THE BAY MEADOWS RACECOURSE.
The record date for determining stockholders of CJC entitled to notice
of and to vote at the Annual Meeting is ____________, 1996 (the "Record Date").
Stockholders of record at the close of business on the Record Date will be
entitled to one vote at the Annual Meeting for each share of CJC Common Stock,
$.01 par value per share, held on the Record Date.
_________________________
This Proxy Statement, the accompanying Letter to Stockholders and the
enclosed BLUE proxy card are first being furnished to CJC stockholders on or
about August ___, 1996. The office of the Committee is located at 559 Barron
Avenue, Palo Alto, California 94306, and its telephone number is (415) 842-4677.
<PAGE>
THE COMMITTEE
The Committee is currently comprised of the following ten individuals:
Ashton Cloninger, David Gjerdrum, F. Scott Gross, John C. Harris, Barton D.
Heller, Doris Johnson, Noble Threewitt, Jerrylee Vanderhurst, Ronald J.
Volkman and Frank Wipfli. All of the foregoing members are collectively
referred to in this Proxy Statement as "Committee members."
THE COMMITTEE'S AGENDA
The Committee considers the incumbent Board members of CJC to have
forfeited their right to run the business. The incumbent Board has caused
antagonism between the interests of CJC and those of Bay Meadows Operating
Company ("BMOC") by engaging in foolish land speculation that has jeopardized
live racing at BMOC. As members of a newly constituted CJC Board of Directors,
the Committee Nominees will attempt to reverse the harm and vigilantly exercise
CJC's rights. In this regard, the Committee Nominees would intend to explore
the broad options that CJC may presently have to declare void, rescind and/or
modify the real estate sales contracts between CJC and the purchasers of its
land that the incumbent Board of Directors negotiated.
YOUR VOTE IN FAVOR OF THE COMMITTEE NOMINEES WILL PROVIDE YOU, AS THE
OWNERS OF CJC, WITH REPRESENTATIVES ON THE BOARD WHO ARE COMMITTED TO PREVENTING
ANY FURTHER HARM TO THE BUSINESS AND ASSETS OF CJC, AND WHO WILL CAREFULLY
PROTECT THE TRUE VALUE OF CJC IN THE FUTURE.
BACKGROUND AND REASONS FOR THE SOLICITATION
AND CERTAIN LEGAL PROCEEDINGS
In May 1996, five of the Committee members--Ashton Cloninger, David
Gjerdrum, Barton D. Heller, Jerrylee Vanderhurst and Ronald J.
Volkman--announced their intent to stand for election to the Board of Directors
of CJC at the Annual Meeting, which was at that time scheduled to be convened on
June 27, 1996. In response to this perceived threat, CJC and its incumbent
Board of Directors--James P. Conn, James M. Harris, Marylin Kyne Gunderson,
Richard E. Perazzo, Brian M. Herrara, Kjell H. Qvale (collectively, the "CJC
Board")--canceled the Annual Meeting. In legal proceedings commenced by the
above-named Committee members against CJC and the CJC Board (the "Respondents")
on July 3, 1996, the Superior Court for the County of San Mateo issued an
alternative writ of mandate commanding the Respondents to notice, convene and
conduct the Annual Meeting or, in the alternative, to show cause on July 29,
1996 why they have not done so. At the July 29 hearing on the Committee's
application for a peremptory writ of mandate, the Court ordered the CJC Board to
convene the Annual Meeting on August 30, 1996 to elect directors of CJC.
Following the Court's July 29 order that the CJC Board convene the Annual
Meeting on August 30, 1996, Ronald J. Volkman, a Committee member and Nominee
who is party to the lawsuit, delivered on behalf of the Committee on July 30,
1996 a letter to the Chairman of the CJC Board of Directors, Kjell H. Qvale. In
that letter, the full text of which can be found in Exhibit A to this Proxy
Statement, Mr. Volkman requested that the incumbent CJC Board take no action
before the Annual Meeting that would jeopardize any rights that CJC may
presently have not to proceed with the previously announced sales of the stable
area and training track owned by CJC on the basis that such transactions require
the approval of a majority of CJC stockholders, which the CJC Board has not to
date sought or obtained. Mr. Volkman's letter further noted that if the
property sales are consummated, CJC would be unable to derive income from a
lease supported by live racing on the property, which has been CJC's historic
business and primary asset, and accordingly asks that the Board take no further
action which might limit CJC's ability to terminate the property sales unless
and until the CJC stockholders give their formal approval of the transactions.
In the Committee's view, any such sale is illegal unless approved by CJC's
stockholders.
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<PAGE>
The Committee is now soliciting your proxy in support of the election of
the five Committee Nominees to the CJC Board of Directors at the Annual Meeting
on August 30, 1996 so that a new Board consisting of the five Committee Nominees
and one additional director can begin to reverse the harm being done to CJC by
the current Board and begin to manage the company and its business
appropriately.
IMPORTANT
AT THE ANNUAL MEETING, THE COMMITTEE NOMINEES WILL SEEK TO BE ELECTED AS
THE DIRECTORS OF CJC. THE COMMITTEE URGES YOU NOT TO SIGN ANY PROXY CARD SENT TO
YOU BY CJC. IF, LIKE US, YOU ARE IN FAVOR OF THE COMMITTEE AGENDA OUTLINED
ABOVE, THE COMMITTEE URGES YOU TO MARK, SIGN, DATE AND RETURN THE ENCLOSED BLUE
PROXY CARD TO VOTE FOR THE ELECTION OF EACH OF THE COMMITTEE NOMINEES TO THE CJC
BOARD OF DIRECTORS.
ELECTION OF DIRECTORS
CJC currently has six directors, each of whose terms is set to expire at
the Annual Meeting. The Committee proposes that CJC stockholders elect the
Committee Nominees named below as the directors of CJC at the Annual Meeting.
Each Committee Nominee has consented to being named in this Proxy Statement as a
nominee and has agreed to serve as a director if elected. If all Committee
Nominees are elected, the Committee Nominees will constitute five of the six
members of the Board of Directors of CJC and will hold office until the 1997
Annual Stockholders Meeting and until a successor has been elected and
qualified, or until his earlier death, resignation or removal.
COMMITTEE NOMINEES FOR DIRECTORS
Names of the Committee Nominees, their business experience during the past
five years, and certain other biographical information about them are set forth
below. In addition, further information about the Committee Nominees is set
forth in Schedule I to this Proxy Statement.
DAVID GJERDRUM, age 51, has served as President of KERMA, Inc., an
electronic marketing and system consulting firm, since 1991.
JOHN C. HARRIS, age 52, is owner and Chief Executive Officer of Harris
Farms, Inc., a diversified agricultural production and marketing company. Since
October 1992, Mr. Harris has been Chairman of the Board and director of Bay
Meadows Operating Company, and is also director, President (since April 1996)
and past President of California Thoroughbred Breeders Association, and Chairman
of the Board of St. Agnes Medical Center in Fresno, California.
BARTON D. HELLER, age 58, has served as President of Barons Jewelers since
1967. Mr. Heller earned an A.A. from Oakland City College and a B.A. in
Business from San Francisco State University.
JERRYLEE VANDERHURST, age 52, has been a real estate agent with Lyon &
Associates since 1978. Ms. Vanderhurst earned an A.A. in Business from
Sacramento City College.
RONALD J. VOLKMAN, age 58, has served as Chairman of the Board and
President of ATX, Inc., a real estate development company, since 1991. During
the same period, Mr. Volkman has also served as Chairman of the Board of Dallas
Pump Service & Supply Co. Inc. and Four Seasons Travel Inc. Mr. Volkman earned
a B.S. in Business from the University of San Francisco.
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<PAGE>
It is anticipated that each of the Committee Nominees, upon their election
as a director of CJC, will receive director's fees consistent with CJC's past
practice. According to the 1995 CJC Proxy Statement, directors received an
annual fee of $12,000 during 1994. At that time, the Chairman of the Audit
Committee received $500 for each Audit Committee meeting attended and each of
the other members of the Audit Committee received $350 for each meeting
attended. In addition, during 1994, each director was also provided a food and
beverage allowance of $1,000 for use by the director and his or her guests in
the Directors Room and Turf Club at Bay Meadows Racecourse. The Committee has
additionally agreed to indemnify each of the Committee Nominees against any
claims and expenses, including legal fees, arising out of their participation in
the proxy solicitation for their election.
None of the Committee Nominees has been indebted to CJC since the beginning
of its last fiscal year, and no family relationships exist between the Committee
Nominees and any director or executive officer of CJC. Certain additional
information relating to, among other things, the ownership, purchase and sale of
securities of CJC by the Committee Nominees, or arrangements with respect
thereto, is set forth in Schedule I.
INTEREST OF THE COMMITTEE MEMBERS IN MATTERS TO BE ACTED UPON
As outlined above, five of the Committee members, David Gjerdrum, John C.
Harris, Barton D. Heller, Jerrylee Vanderhurst and Ronald J. Volkman, will be
Committee Nominees.
VOTING PROCEDURES
Stockholders of record of CJC common stock ("CJC Common Stock") as of the
Record Date are entitled to one vote for each share of CJC Common Stock held.
According to CJC's 1995 Proxy Statement, CJC's Certificate of Incorporation
provides that a stockholder, or the proxy of such stockholder, may cumulate
votes in the election of directors. That is, each stockholder is entitled to
the number of votes that is equal to the number of shares owned, multiplied by
the number of directors to be elected (six for the Annual Meeting), and may
cumulate such votes for a single candidate or distribute such votes among as
many candidates as he deems appropriate. Certain affirmative steps must be
taken by stockholders of CJC in order to be entitled to vote their shares
cumulatively in the election of directors. At a stockholders' meeting at which
directors are to be elected, such as the Annual Meeting, no stockholder shall be
entitled to cumulate votes for any candidate or candidates unless the
candidate's or candidates' names have been placed in nomination prior to the
commencement of the voting and a stockholder who appears in person at the
meeting has given notice thereat prior to the commencement of the voting of the
stockholder's intention to cumulate votes. If any stockholder has given such
notice at the Annual Meeting, then every stockholder entitled to vote may
cumulate votes for candidates in nomination. The Committee will take those
steps necessary to properly place each of the names of the Committee Nominees in
nomination for director of CJC and to entitle stockholders to vote their shares
cumulatively in the election in accordance with the rules set forth in CJC's
Certificate of Incorporation and Bylaws.
If voting on the election of directors at the Annual Meeting is not
conducted by cumulative voting, each stockholder is entitled to cast one vote
per share for each of up to six candidates. Whether or not there is cumulative
voting on the election of directors, the six candidates receiving the highest
number of votes will be elected as directors. Accordingly, broker non-votes and
abstentions will not be counted, except, in the case of abstentions, for quorum
purposes, and will have no effect on the election of directors. Voting on any
other matters to be submitted at the Annual Meeting is noncumulative and a
majority of the shares present in person or represented by proxy at the Annual
Meeting is required to approve such other matters. In determining whether the
requisite majority has been received on any such matter, broker non-votes will
not be counted, while abstentions will be counted and will therefore have the
same effect as a vote against the matter.
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<PAGE>
The Committee is soliciting full discretion and authority from CJC
stockholders to vote cumulatively and to allocate votes among any or all of the
Committee Nominees. The accompanying BLUE proxy card will be voted at the
Annual Meeting in accordance with your instructions on such card. You may vote
FOR the election of each of the Committee Nominees as directors of CJC or
withhold authority to vote for the election of all the Committee Nominees by
marking the proper box on the BLUE proxy card. You may also withhold your vote
from any one or more of the Committee Nominees by writing the name of such
nominee(s) in the space provided on the BLUE proxy card. If no marking is made,
you will be deemed to have given a direction to vote the shares represented by
the BLUE proxy card for the election of all the Committee Nominees provided that
you have signed and dated the proxy card. The Committee will vote their shares
of CJC Common Stock FOR the election of the Committee Nominees.
The Committee believes that it is in your best interest to elect the
Committee Nominees at the Annual Meeting. All Committee Nominees are committed
to promoting CJC's return to concentration on its core business--the careful and
thoughtful management of the real estate constituting the Bay Meadows
Racecourse.
THE COMMITTEE STRONGLY RECOMMENDS A VOTE FOR THE ELECTION OF THE COMMITTEE
--------------------------------------------------------------------------
NOMINEES TO THE CJC BOARD OF DIRECTORS.
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OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
The Committee is not aware of any proposals other than the election of
directors to be brought before the Annual Meeting. Should any other proposal be
brought before the Annual Meeting, the vote required for approval of such
proposal would be as prescribed by CJC's charter or bylaws or by applicable law.
Generally, approval of a proposal would require a majority of the shares
represented at the Annual Meeting and entitled to vote on the matter. Shares
voted as abstentions would have the same effect as a negative vote. Shares with
respect to which a broker submits a "broker non-vote" on a matter are not
counted in calculating the number of shares entitled to vote on a matter and
have the effect of reducing the number of votes required for approval of the
matter.
The grant of the enclosed BLUE proxy card to the Committee will authorize
the Committee to vote upon matters not known to the Committee as of the date of
this proxy statement that arise at the Annual Meeting, matters incident to the
conduct of the Annual Meeting, and to vote for any nominee of the
Committee whose nomination results from the inability of any of the Committee
Nominees to serve on CJC's Board of Directors.
SOLICITATION OF PROXIES
Proxies may be solicited by mail, advertisement, telephone or telecopier or
in person. Solicitations may be made by members of the Committee, none of whom
will receive compensation for such solicitations. The Committee will request
banks, brokerage houses and other custodians, nominees and fiduciaries to
forward all its solicitation materials to the beneficial owners of shares of CJC
Common Stock they hold of record. The Committee will reimburse these record
holders for customary clerical and mailing expenses incurred by them in
forwarding these materials to their customers.
The Committee has retained Georgeson & Company Inc. (the "Agent") for
solicitation and advisory services in connection with the solicitation, for
which the Agent is to receive total consideration not to exceed $30,000. The
Committee has also agreed to advance to the Agent all costs and expenses
incidental to solicitation of proxies and to indemnify the Agent against certain
liabilities and expenses, including liabilities and expenses under the federal
securities laws. The Agent will solicit proxies for the Annual Meeting from
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<PAGE>
individuals, brokers, banks, bank nominees and other institutional holders. It
is anticipated that the Agent will employ approximately 20 persons to solicit
stockholders for the Annual Meeting.
The entire expense of soliciting proxies for the Annual Meeting is being
borne by the Committee based, in part, upon contributions the Committee has
received. The Committee intends to solicit further contributions to assist in
defraying the cost of proxy solicitation. If the Committee Nominees are
elected, the Committee intends to seek reimbursement for such expenses from CJC
in order to repay any contribution or loan made to the Committee by the
Committee members and other participants, but does not expect that the question
of such reimbursement will be submitted to a vote of stockholders. Costs
incidental to this solicitation of proxies include expenditures for printing,
postage, legal, accounting, public relations, advertising and related expenses
and are expected to be approximately $100,000. Costs incurred to the date of
this Proxy Statement are approximately $40,000.
If the Committee should withdraw, or materially change the terms of, this
solicitation of proxies prior to the Annual Meeting, the Committee will
supplement this Proxy Statement or otherwise publicly disseminate information
regarding such withdrawal or change and, in appropriate circumstances, will
provide stockholders with a reasonable opportunity to revoke their proxies prior
to the Annual Meeting.
PROXY PROCEDURES
Stockholders are urged to mark, sign and date the enclosed BLUE proxy card
and return it to the Committee in the enclosed envelope in time to be voted at
the Annual Meeting. Execution of the BLUE proxy card will not affect your right
to attend the Annual Meeting and to vote in person, thus revoking your proxy.
In addition, any proxy may be revoked at any time prior to the Annual Meeting by
delivering a written notice of revocation or a later-dated proxy at the
particular meeting. Only your latest dated proxy for the Annual Meeting will
count.
Only holders of record as of the close of business on the Record Date will
be entitled to vote. If you were a stockholder of record on the Record Date,
you may vote your shares at the Annual Meeting even if you have sold your shares
after the Record Date. Accordingly, please vote the shares held by you on the
Record Date, or grant a proxy to vote such shares, on the BLUE proxy card, even
if you have sold your shares before or after the Record Date.
If any of your shares are held in the name of a brokerage firm, bank, bank
nominee or other institution on the Record Date, only it can vote such shares
and only upon receipt of your specific instructions. Accordingly, please
contact the person responsible for your account and instruct that person to
execute on your behalf the BLUE proxy card.
CERTAIN ADDITIONAL INFORMATION
The proxy statement related to the Annual Meeting to be distributed by CJC
on behalf of the Board of Directors is expected to contain additional
information with respect to the number of shares outstanding at the close of
business on the Record Date, the CJC Board's nominees for the election of
directors and other proposals, the beneficial owners of five percent (5%) or
more of the shares of CJC Common Stock, the share ownership of CJC's officers
and directors, filings made pursuant to Section 16 of the Securities and
Exchange Act of 1934, as amended, the date by which stockholder proposals
intended to be submitted at the 1997 Annual Stockholders Meeting must be
received by CJC for inclusion in its proxy statement for such meeting, as well
as information relating to other matters. Such information, which the Committee
has not and will not independently verify, is incorporated by reference in this
Proxy Statement in reliance on CJC, except to the extent that such information
contradicts information contained in this Proxy Statement or is otherwise
adverse
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<PAGE>
to the Committee. The Committee assumes no responsibility for the accuracy or
completeness of any information contained herein which is based on, or
incorporated by reference to, CJC's 1995 Proxy Statement or CJC's public
filings, or Bay Meadows Operating Company's 1996 Proxy Statement (referred to in
Schedule I).
PLEASE SUPPORT THE COMMITTEE IN OUR EFFORTS TO ELECT THE COMMITTEE NOMINEES
TO THE CJC BOARD OF DIRECTORS BY COMPLETING, SIGNING AND DATING THE ENCLOSED
BLUE PROXY CARD AND RETURNING IT PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE
IS NECESSARY IF THE ENVELOPE IS MAILED IN THE UNITED STATES.
CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE
AUGUST __, 1996
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<PAGE>
SCHEDULE I
ADDITIONAL INFORMATION REGARDING COMMITTEE MEMBERS
Set forth below is certain information about the Committee members (five of
whom are Committee Nominees). Except as set forth in the Proxy Statement or
this Schedule I, no Committee member or associate of any Committee member (i)
owns beneficially, directly or indirectly, any stock of CJC, (ii) owns any stock
of CJC of record, but not beneficially, (iii) within the past two years has
purchased or sold any stock of CJC, (iv) has current indebtedness incurred for
the purpose of acquiring or holding the stock of CJC referred to in (iii) above,
(v) is or has been within the past year a party to any contract, arrangement or
understanding with respect to any stock of CJC, (vi) has had since the beginning
of CJC's last fiscal year, or is to have, a direct or indirect material interest
in any transaction or any proposed transaction, to which CJC or any of its
affiliates was or is a party, (vii) has any substantial interest in any matter
anticipated at this time to be acted upon at the Annual Meeting, (viii) has any
arrangement or understanding with respect to future employment with CJC or any
of its affiliates, or (ix) has any arrangement or understanding with respect to
future transactions to which CJC or any of its affiliates will or may be a
party.
BACKGROUND INFORMATION
Name and Occupation Name of Employer and Business Address
- ------------------- -------------------------------------
Ashton Cloninger Ashton Cloninger, DVM
Veterinarian P.O. Box 582
Belmont, CA 94002
David Gjerdrum KERMA, Inc.
President, electronic marketing and 559 Barron Avenue
system consulting company Palo Alto, CA 94306
F. Scott Gross Primus Management, Inc.
Chairman and Chief Executive Officer, 111 Sutter Street, #2150
hospital management, real estate San Francisco, CA 94104
ownership and financial advisory
company
John C. Harris Harris Farms
Chief Executive Officer, agricultural Route 1, Box 420
production and marketing company Coalinga, CA 93210
Barton D. Heller Barons Jewelers
Jeweler 134 Bayfair Mall
San Leandro, CA 94578
Doris Johnson N/A
Retired
Noble Threewitt 9138 Arcadia Avenue
Thoroughbred Horse Trainer San Gabriel, CA 91775
Jerrylee Vanderhurst Lyon & Associates Realtors
Real Estate Agent 2801 "J" Street
Sacramento, CA 95816
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Ronald J. Volkman ATX, Inc.
Chairman of the Board and President, 792 Janevein Avenue
real estate development company San Bruno, CA 94066
Frank Wipfli Western Saddlery Inc.
General Manager, animal health products J.A.M. Importers & Exporters, Inc.
wholesaler/retailer company 7038 Commerce Circle,
Pleasanton, CA 94588
BENEFICIAL OWNERSHIP OF SHARES
The Committee members have provided the information set forth in the table
below with regard to the shares of CJC Common Stock beneficially owned by each
of them as of July 30, 1996. The Committee collectively owns a total of 252,442
shares and believes that there were a total of 5,763,257 shares of CJC Common
Stock outstanding as of May 16, 1996 (based on the BMOC 1996 Proxy Statement
(the "BMOC Proxy Statement"), which states that as of that date, 5,763,257
shares of BMOC common stock ("BMOC Common Stock"), which is paired on a
one-to-one basis with CJC Common Stock, were outstanding).
Shares Percentage
Beneficially Beneficially
Name Owned Owned
---- ------------ ------------
Ashton Cloninger . . . . . . . . . . . . 55 *
David Gjerdrum(1) . . . . . . . . . . . 24,010 *
F. Scott Gross(2) . . . . . . . . . . . . 3,000 *
John C. Harris . . . . . . . . . . . . . 71,245 1.2%
Barton D. Heller . . . . . . . . . . . . 7,000 *
Doris Johnson(3) . . . . . . . . . . . . 33,091 *
Noble Threewitt . . . . . . . . . . . . . 500 *
Jerrylee Vanderhurst(4) . . . . . . . . . 34,541 *
Ronald J. Volkman . . . . . . . . . . . . 1,000 *
Frank Wipfli . . . . . . . . . . . . . . 78,000 1.4
____________________
* Amount represents less than one percent (1%) of the CJC Common Stock.
(1) Includes 24,000 shares held in a testamentary trust of which Mr. Gjerdrum
is a residual beneficiary and pursuant to which he will receive
approximately 8,000 shares upon the demise of his mother.
(2) Includes 2,000 shares held by the Siena Investment Group Trust, of which
Mr. Gross, his wife and children are the beneficiaries.
(3) All 33,090 shares are held by the Johnson Family Trust of which Ms.
Jerrylee Vanderhurst is trustee.
(4) All 34,541 shares are held by the Johnson Family Trust of which Ms.
Jerrylee Vanderhurst is trustee.
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STOCK TRANSACTIONS WITHIN THE PAST TWO YEARS
The following table sets forth with respect to all shares of CJC purchased
or sold within the past two years by the Committee members, the date on which
such shares were purchased or sold, and the amount purchased or sold on such
date.
DAVID GJERDRUM
Number of Shares
----------------
Date Purchased Sold
---- --------- ----
01/08/96 10
F. SCOTT GROSS
Number of Shares
----------------
Date Purchased Sold
---- --------- ----
11/30/95 1,000
12/15/95 1,000
07/30/96 1,000
JOHN C. HARRIS
Number of Shares
----------------
Date Purchased Sold
---- --------- ----
08/17/94 2,000
08/24/94 1,000
08/26/94 1,000
09/07/94 1,000
09/23/94 300
10/03/94 1,200
04/25/94 1,500
12/09/94 1,000
04/21/95 1,000
05/05/95 500
08/08/95 1,000
10/17/95 1,000
10/31/95 200
11/01/95 300
11/02/95 300
01/19/96 1,000
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DORIS JOHNSON
Number of Shares
----------------
Date Purchased Sold
---- --------- ----
12/30/94 300
07/17/95 200
08/17/95 100
12/07/95 200
01/04/96 100
01/18/96 90
RONALD J. VOLKMAN
Number of Shares
----------------
Date Purchased Sold
---- --------- ----
05/08/96 100
06/18/96 900
JERRYLEE VANDERHURST
Number of Shares
----------------
Date Purchased Sold
---- --------- ----
12/14/95 20
07/31/95 50
11/16/95 50
01/04/96 20
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PRINCIPAL STOCKHOLDERS
The following table sets forth certain information with respect to each
person who is known by the Committee to own beneficially more than five percent
(5%) of CJC's Common Stock.
Shares Percentage
Beneficially Beneficially
Name Owned Owned
---- ---------- --------
"Gabelli Group"(1) . . . . . . . . . . . . . . . 420,000 7.3%
David H. Lesser/Hudson Bay Partners, L.P.(2) . . 288,300 5.0
2 West 45th Street, Suite 908
New York, New York 10036
________________________________________
(1) Based on the BMOC Proxy Statement, which sets forth all those known by BMOC
to be beneficial owners as a group of more than five percent (5%) of the
BMOC Common Stock (which, as explained above under the caption "-Beneficial
Ownership of Shares," is paired on a one-to-one basis with CJC Common
Stock), the Committee believes that as of April 30, 1996, the "Gabelli
Group" owned 420,000 shares of CJC Common Stock. According to the BMOC
Proxy Statement, the Gabelli Group is comprised of Gabelli Funds, Inc.,
GAMCO Investors, Inc., Gabelli & Company, Inc., Gabelli International
Limited II, Gabelli Performance Partnership, Gabelli International Limited,
and Mario Gabelli. The BMOC Proxy Statement does not disclose the address
for the "Gabelli Group."
(2) According to a Schedule 13D filed jointly by David H. Lesser and Hudson Bay
Partners, L.P. ("Hudson Bay") on July 18, 1996, Mr. Lesser has sole voting
and dispositive power with respect to 12,800 shares of CJC Common Stock
owned of record by him, and Hudson Bay owns of record 275,500 shares of CJC
Common Stock, over which Mr. Lesser and Hudson Bay may be deemed to share
voting and dispositive power by virtue of the fact that Mr. Lesser is the
President, sole director and sole shareholder of Hudson Bay Partners, Inc.,
the general partner of Hudson Bay.
S-I-5
<PAGE>
SCHEDULE II
INFORMATION REGARDING OTHER PARTICIPANTS
Set forth below is certain information about the additional participant, as
defined under applicable federal securities laws based on his contribution of
$500 or more to finance the cost of proxy solicitation. Except as set forth in
this Schedule II, neither the additional participant, Mr. George D. Andros, nor
any associate of his, (i) owns beneficially, directly or indirectly, any stock
of CJC, (ii) owns any stock of CJC of record, but not beneficially, (iii) within
the past two years has purchased or sold any stock of CJC, (iv) has current
indebtedness incurred for the purpose of acquiring or holding the stock of CJC
referred to in (iii) above, (v) is or has been within the past year a party to
any contract, arrangement or understanding with respect to any stock of CJC,
(vi) has had since the beginning of CJC's last fiscal year, or is to have, a
direct or indirect material interest in any transaction or any proposed
transaction, to which CJC or any of its affiliates was or is a party, (vii) has
any substantial interest in any matter anticipated at this time to be acted upon
at the Annual Meeting, (viii) has any arrangement or understanding with respect
to future employment with CJC or any of its affiliates, or (ix) has any
arrangement or understanding with respect to future transactions to which CJC or
any of its affiliates will or may be a party.
BACKGROUND INFORMATION AND BENEFICIAL OWNERSHIP OF SHARES
Mr. George D. Andros is presently retired, owns 100 shares of CJC Common
Stock and has not purchased or sold any shares of CJC Common Stock within the
last two years.
S-II-1
<PAGE>
EXHIBIT A
MR. RON VOLKMAN
792 JENEVEIN AVENUE
SAN BRUNO, CA 94066
July 30, 1996
HAND DELIVERED
- --------------
Mr. Kjell H. Qvale
Chairman of the Board of Directors
California Jockey Club
c/o British Motors
901 Van Ness Avenue
San Francisco, CA 94109
Dear Mr. Qvale:
As you doubtless are aware, the San Mateo County Superior Court yesterday
ordered California Jockey Club ("CJC") to hold an annual meeting of shareholders
on August 30, 1996 to elect a new Board of Directors. Pending this election, I
write today on behalf of the California Jockey Club Shareholders Committee to
request that the incumbent Board take no action that would jeopardize any rights
CJC may presently have not to proceed with the previously announced sales of the
stable area and training track (the "Proposed Transactions").
The Proposed Transactions may not be consummated without shareholder
approval because they involve the sale or exchange of substantially all of CJC's
property and assets. If these sales were consummated, CJC would be unable to
continue to derive income from a lease supported by live racing on the property.
This of course has been CJC's historic business and primary asset. Moreover, we
have reason to believe that Property Resources, Inc. ("PRI") has warned Bay
Meadows Operating Company against even attempting to make changes in the use and
operation of the Bay Meadows Racecourse to accommodate live racing after the
sale to PRI.
Consummation of the Proposed Transactions thus requires the affirmative
vote of the holders of a majority of the outstanding stock of CJC pursuant to
section 271 of the Delaware General Corporation Law. Notwithstanding this clear
legal requirement, CJC management has entered into contracts calling for
consummation of the Proposed Transactions without having sought or obtained the
requisite shareholder approval.
CJC presently has rights not to proceed with the Proposed Transactions.
Any further steps that the incumbent Board might take that would compromise
CJC's rights in this regard thus would constitute a breach of the Board's duty
of care. Accordingly, we ask that you and the Board state publicly that until
such time, if any, as the Proposed Transactions are formally approved by CJC
stockholders, you will take no action that limits CJC's ability to avoid these
illegal transactions and their harmful effects.
Very truly yours,
/s/ Ronald J. Volkman
Ronald J. Volkman
Enc.
- ----
cc: CJC Board of Directors (via regular mail)
E-1
<PAGE>
IMPORTANT
YOUR PROXY IS IMPORTANT. NO MATTER HOW MANY SHARES OF CJC COMMON STOCK YOU
OWN, PLEASE GIVE THE COMMITTEE YOUR PROXY FOR THE ELECTION OF THE COMMITTEE
NOMINEES BY:
MARKING THE ENCLOSED BLUE PROXY CARD,
SIGNING THE ENCLOSED BLUE PROXY CARD,
DATING THE ENCLOSED BLUE PROXY CARD AND
MAILING THE ENCLOSED BLUE PROXY CARD TODAY IN THE ENVELOPE PROVIDED
(NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES).
IF YOU HAVE ALREADY SUBMITTED A PROXY TO CJC FOR THE ANNUAL MEETING, YOU
MAY CHANGE YOUR VOTE TO A VOTE FOR THE ELECTION OF THE COMMITTEE NOMINEES BY
MARKING, SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD, WHICH MUST
BE DATED AFTER ANY PROXY YOU MAY HAVE SUBMITTED TO CJC. ONLY YOUR LATEST DATED
PROXY FOR THE ANNUAL MEETING WILL COUNT AT THE ANNUAL MEETING.
IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ADDITIONAL INFORMATION CONCERNING
THIS PROXY STATEMENT, PLEASE CONTACT GEORGESON & COMPANY INC. AT THE ADDRESS OR
TELEPHONE NUMBER SET FORTH BELOW. IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF
A BROKERAGE FIRM, BANK NOMINEE OR OTHER SUCH INSTITUTION, ONLY IT CAN VOTE SUCH
SHARES AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. ACCORDINGLY, PLEASE
CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THAT PERSON TO
EXECUTE THE BLUE PROXY CARD.
GEORGESON & COMPANY INC.
WALL STREET PLAZA
NEW YORK, NEW YORK 10005
TELEPHONE (TOLL-FREE): (800) 223-2064
<PAGE>
PROXY CARD
CALIFORNIA JOCKEY CLUB 1996 ANNUAL STOCKHOLDERS MEETING
THIS PROXY IS SOLICITED BY
CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE
The undersigned stockholder of California Jockey Club ("CJC") hereby
appoints DAVID GJERDRUM and RONALD J. VOLKMAN, and each of them with
full power of substitution, for and in the name of the undersigned, to represent
and to vote, as designated below, all shares of common stock of CJC that the
undersigned is entitled to vote if personally present at the 1996 Annual
Stockholders Meeting of CJC, and at any adjournment or postponement thereof.
The undersigned hereby revokes any previous proxies with respect to the matters
covered by this Proxy.
CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE RECOMMENDS A VOTE FOR
THE ELECTION OF EACH NOMINEE LISTED BELOW TO THE CJC BOARD OF DIRECTORS.
(Please mark with an "X" in the appropriate box)
1. ELECTION OF THE COMMITTEE NOMINEES TO THE CJC BOARD OF DIRECTORS:
Election of David Gjerdrum, John C. Harris, Barton D. Heller, Jerrylee
Vanderhurst, and Ronald J. Volkman
/__/ FOR all nominees except as marked below
/__/ WITHHOLD AUTHORITY for all nominees
(INSTRUCTION: To withhold authority to vote for one or more nominees, mark FOR
above and print the name(s) of the person(s) with respect to whom you wish to
withhold authority in the space provided below.)
________________________________________________________________________________
_______________________
2. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT
THEREOF.
PLEASE MARK, SIGN DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE
ENCLOSED ENVELOPE PROVIDED.
This Proxy, when properly executed, will be voted in the manner marked
herein by the undersigned shareholder. IF NO MARKING IS MADE, THIS PROXY WILL
BE DEEMED TO BE A DIRECTION TO VOTE FOR PROPOSAL 1.
Please date and sign this proxy exactly as your name appears as a stockholder of
CJC. If shares are registered in more than one name, the signatures of all such
persons are required. A corporation should sign its full corporate name by a
duly authorized officer, stating his/her title. Trustees, guardians, executors
and administrators should sign in their official capacity, giving their full
title as such. If a partnership or limited liability company, please sign in
the partnership or limited liability company name by authorized persons.
______________________________________ ________________________________________
( Print Name) (Title, if applicable)
_____________________________________ Dated:__________________________________
(Signature)
_____________________________________ ________________________________________
(Print name of joint holder, if (Title, if applicable)
applicable)
_____________________________________ Dated:__________________________________
(Signature)
TO VOTE IN ACCORDANCE WITH THE COMMITTEE RECOMMENDATION, JUST SIGN AND DATE
THIS PROXY; NO BOXES NEED TO BE CHECKED.
