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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. )
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<S> <C>
Filed by the registrant /x/ / / Confidential, for Use of the
Filed by a party other than the registrant / / Commission Only (as permitted
Check the appropriate box: by Rule 14a-6(e)(2)
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/ / Preliminary proxy statement
/ / Definitive proxy statement
/x/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
CALIFORNIA JOCKEY CLUB
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(Name of Registrant as Specified in Its Charter)
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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 Rule 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: 1/
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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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1. Set forth the amount on which the filing fee is calculated and state how
it was determined.
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NEWS RELEASE
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SITRICK AND COMPANY INC. Contact: Sitrick And Company
LOS ANGELES/NEW YORK Michael Sitrick
Donna K.H. Walters
(310) 788-2850
Anne George
(212) 755-2850
FOR IMMEDIATE RELEASE
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CALIFORNIA JOCKEY CLUB SAYS STOCKHOLDERS RECEIVING SIGNIFICANT
PREMIUM IN HUDSON BAY TRANSACTION; DISSIDENTS DON'T HAVE FACTS STRAIGHT
SAN MATEO, CALIF. -- AUGUST 20, 1996 -- The Board of Directors of
California Jockey Club (AMEX:CJ) today issued the following statement in
response to a press release from a group of dissident stockholders calling
itself the California Jockey Club Shareholders Committee. The statement
concerns an agreement between California Jockey Club (CJC) and Hudson Bay
Partners, L.P., under which Hudson Bay will contribute $300 million cash for a
72 percent stake in CJC, for an effective price of $20 per share -- about 26
percent higher than the average closing price of the common stock over the past
12 months.
Kjell Qvale, Chairman of CJC's Board of Directors commented:
"We are confident that the Hudson Bay transaction is in the
best interests of the stockholders of CJC. The price is a substantial
premium over historical trading prices. The capital will allow CJC to
expand and diversify its holdings, thereby promoting increased earnings
and higher dividends. The transaction also will provide CJC the capital
to continue to support live racing at Bay Meadows. Hudson Bay has stated
that it is 'committed to horse racing activities and their potential
expansion.'
"Montgomery Securities, the financial advisor to both CJC and
Bay Meadows Operating Company (BMOC), our sister company that operates
the race course, has given the CJC Board a 'fairness opinion' on the
transaction," he stated. Mr. Qvale continued: "The only reasons I think
the dissidents would be objecting to the transaction at this time would
be their desire to take control of CJC and attempt to halt the progress
the current Board has made towards increasing stockholder value.
- more -
2029 Century Park East, Suite 1750
Los Angeles, CA 90067
(310) 788-2850 Fax: (310) 788-2855
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"The dissident group also is mistaken in its representation of
the transaction. For example, the dissident group criticizes the supposed
benefit to CJC's management team by claiming that current management will
be rewarded with 'yet more options on CJC stock.' In point of fact, none
of the present directors of CJC has received any stock options in their
roles as directors of CJC; nor would they receive any under the terms of
the Hudson Bay transaction. Further, the only benefits current directors
would receive are those that would be received by all other stockholders.
Any suggestion by the dissident group of financial benefit to us in our
capacity as directors arising from the Hudson Bay transaction is false
and misleading to our stockholders, who are preparing to vote in the
upcoming election of directors.
"The dissident group also challenges the $2.9 million 'breakup'
fee if CJC takes a subsequent, better offer for the company from a third
party. The dissident group simply may not have the business
sophistication to realize that breakup fees in these situations are
customary and that, in fact, a breakup fee of less than 1% of the size of
the deal generally would be considered quite low. Obviously, we wouldn't
accept another deal unless it was more than 1% higher, so as to assure a
net gain to the stockholders.
"The transaction with Hudson Bay is also subject to stockholder
approval. We intend to recommend the deal. If, however, the stockholders
don't accept that recommendation and the transaction is not completed on
that basis, there is no breakup fee whatsoever," Mr. Qvale added.
In a related matter, Mr. Qvale commented on a statement by Jack Liebau,
president of BMOC, that Mr. Liebau was "surprised" by the announcement of the
Hudson Bay transaction.
He stated:
"I cannot understand Mr. Liebau's surprise. BMOC and Mr. Liebau
were invited to participate in all discussions with Hudson Bay and,
indeed, BMOC's counsel did participate in several sessions. Also, Mr.
Liebau and his counsel received drafts of all the documents until Mr.
Liebau stated to Hudson Bay that BMOC had determined not to participate
in the negotiations 'until after the makeup of the CJC Board of Directors
is determined . . .'
"While we are in fact surprised that Mr. Liebau would decline
to actively pursue a transaction on which BMOC's own financial advisers
rendered a 'fairness opinion,' he can hardly feign ignorance of the
transaction."
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