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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:
[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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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 10:00 a.m.
Pacific Daylight Time, at the Clubhouse of Bay Meadows Racecourse, 2600 South
Delaware Street, San Mateo, California and at any adjournments or postponements
thereof (the "Annual Meeting").
At the Annual Meeting, five 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 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 August 7, 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 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.
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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, Frank Wipfli and
Ronald J. Volkman. 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. In the Committee's view, 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, the gaming and entertainment company
currently conducting horse racing at Bay Meadows Racecourse (the "Racecourse").
The Racecourse, consisting of land and horse racing facilities, is CJC's
principal asset. As is disclosed in CJC's 1995 Annual Report on Form 10-K (the
"CJC 10-K"), CJC has historically derived substantially all of its revenue from
its lease of the Racecourse facilities to BMOC for use in connection with
Thoroughbred racing, and has no active income-generating business operations of
its own.
Most recently, the aforementioned land speculation has involved the
CJC Board's decisions to sell a portion of the Racecourse consisting of the
stable area and training track. The CJC Board has approved these land sales
transactions despite the risk that the present operation of the
Racecourse will be negatively impacted in the future due to insufficient
stable and training track facilities.
The CJC Board's entering into these land sales contracts thus jeopardizes, in
the Committee's view, live racing at the Racecourse. The CJC Board's actions
therefore directly endanger CJC's main historical source of income generated
from the rental of the Racecourse to BMOC, and ultimately, imperil the value of
each shareholder's investment in CJC.
MOREOVER, THE CASH CONSIDERATION TO BE PAID CJC FOR THESE IMPROVIDENT
TRANSACTIONS IS, IN THE COMMITTEE'S VIEW, INADEQUATE. ACCORDING TO THE CJC
10-K, THE PROJECTED NET CASH CONSIDERATION TO BE PAID TO CJC ON ACCOUNT OF
THESE LAND SALES CONTRACTS IS IN THE AGGREGATE, AT BEST, APPROXIMATELY $49.4
MILLION. THIS IS MORE THAN $8 MILLION BELOW WHAT THE COMMITTEE BELIEVES TO BE
THE FAIR MARKET VALUE OF THESE PROPERTIES. THE COMMITTEE'S ESTIMATE OF THE
FAIR MARKET VALUE IS BASED, IN PART, ON AN MAI APPRAISAL COMPLETED IN OCTOBER
1995 THAT PROJECTED THE THEN-CURRENT VALUE OF THE LAND COMPRISING THE STABLE
AREA AS BEING APPROXIMATELY $600,000 PER ACRE, WITH ESTIMATED APPRECIATION OF
UP TO 25% IN TWO TO THREE YEARS. IN ADDITION, THE PROJECTED $8 MILLION
SHORTFALL DOES NOT TAKE INTO ACCOUNT THE FOLLOWING ADDITIONAL FACTORS: (1)
THE CJC BOARD'S FAILURE AS YET TO OBTAIN APPROPRIATE EXCHANGE PROPERTY TO DEFER
THE TAX CONSEQUENCES OF THE SALES; (2) THE COST OF REQUIRED ENVIRONMENTAL
REMEDIATION (PER THE CJC 10-K) ASSOCIATED WITH THE SALE OF THE STABLE AREA;
(3) THE COST OF OFF-SITE IMPROVEMENTS THAT CJC HAS AGREED (PER THE CJC
10-K) OR MAY AGREE IN THE FUTURE TO PAY; AND (4) THE IMPACT ON THE VALUE OF THE
RETAINED LAND OF CJC'S AGREEMENT (PER THE CJC 10-K), AS A PART OF THE LAND SALES
TRANSACTIONS, TO CONSTRUCT AND PERMANENTLY MAINTAIN A RETENTION POND. THIS
LAST FACTOR ALONE, IN THE COMMITTEE'S VIEW, REDUCES THE FAIR MARKET VALUE OF
THE RETAINED LAND BY AS MUCH AS $2 MILLION OR MORE. ACCORDINGLY, THE
COMMITTEE BELIEVES THAT WHEN ALL OF THE RELEVANT FINANCIAL CONSIDERATIONS ARE
TAKEN INTO ACCOUNT, THE LAND SALES MAY BE AS MUCH AS 25% BELOW THEIR PRESENT
FAIR MARKET VALUE.
As members of a newly constituted CJC Board of Directors, the Committee
Nominees will attempt to reverse the harm created by the current Board's
decisions to enter into land sales contracts that jeopardize CJC's income, and
therefore, each shareholders' investment in CJC. 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. These options are suggested in the text of the CJC 10-K to exist in
a variety of circumstances. The Committee Nominees would additionally
investigate and vigorously exercise the rights that the Committee believes may
exist to set aside such land sales pursuant to section 271 of the Delaware
General Corporation Law, which requires a majority of shareholders to approve
the sale of all or substantially all of a company's assets.
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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 ENDANGERMENT TO THE BUSINESS AND FUTURE INCOME OF CJC, AND WHO WILL
CAREFULLY PROTECT AND MANAGE THE CORE BUSINESS OF CJC: THAT IS, THE LEASING OF
REAL ESTATE FOR USE AND OPERATION IN CONNECTION WITH THOROUGHBRED RACING.
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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. Herrera AND 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.
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
can begin to reverse the harm caused by the CJC Board's negotiation of the
property sales which the Committee believes jeopardize CJC's business and
income, and furthermore, to begin anew the careful and thoughtful management of
CJC's principal asset--the real estate constituting the Bay Meadows Racecourse.
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.
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PROPOSAL 1 - ELECTION OF DIRECTORS
CJC currently has six directors, each of whose terms is set to expire at
the Annual Meeting. The 1996 CJC Proxy Statement (the "CJC Proxy Statement")
indicates that the CJC Board has recently decreased the number of Board members
by one, for a new total of five directors. The Committee proposes that CJC
stockholders elect the five 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 the entire 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. In the event
that not all of the Committee Nominees are elected to the Board of Directors,
however, there can be no assurance that any CJC nominees elected to a Board
including the Committee Nominees would agree to serve their term.
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.
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 CJC Proxy Statement, directors received an annual
fee of $14,000 during 1995. In addition, during 1995, 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.
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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.
PROPOSAL 2 - TO ESTABLISH A MANDATORY RETIREMENT AGE FOR DIRECTORS
Committee Nominee David Gjerdrum, whose stock ownership and address are set
forth in Schedule I to this Proxy Statement, and Mr. Sylvester Giacchero, owner
of 9,000 shares of CJC Common Stock and whose address is 949 Bristol Avenue,
Stockton, California, will present for action at the Annual Meeting, either in
person or through an authorized representative, the following resolution:
RESOLVED, that effective with the election of directors at the
1996 Annual Stockholders Meeting, the mandatory retirement age for
members of the Board of Directors be set at age 72, this to be
accomplished by providing that a nominee must be of an age that would
not place the nominee at or above the age of 72 prior to the end of
his or her term. The foregoing shall only apply to nominees for
directors at meetings of shareholders subsequent to the 1996 Annual
Stockholders Meeting.
Mr. Giacchero and Mr. Gjerdrum have made the following statement in support
of their resolution:
This proposal seeks from the shareholders of California Jockey
Club approval to establish rules for senior management retirement
largely symmetrical with those overwhelmingly approved for the Bay
Meadows Operating Company at the 1995 meeting. It is reasonably
accepted that this change is in the best interest of the California
Jockey Club as it provides a vehicle for orderly succession in the
stewardship of this public service company. Many public companies
have chosen mandatory retirement as a means for assuring the continued
pursuit and qualification of candidates for senior positions, and with
them the innovation and vigor essential for success in the long term.
Just such a change is now due in California Jockey Club.
THE COMMITTEE RECOMMENDS A VOTE FOR THE PROPOSAL TO ESTABLISH A MANDATORY
RETIREMENT AGE FOR DIRECTORS FOR THE REASONS STATED THEREIN.
PROPOSAL 3 - TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
According to the CJC Proxy Statement, stockholders will be asked at the
Annual Meeting to ratify the appointment of Deloitte & Touche LLP as independent
public accountants for the 1996 fiscal year. The Committee is making no
recommendation to shareholders as to how their shares should be voted with
respect to this proposal.
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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 for election to the CJC Board of Directors.
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 the CJC 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 (five 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.
The CJC Proxy Statement further states that 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 five
candidates. Whether or not there is cumulative voting on the election of
directors, the five 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.
The accompanying BLUE proxy card will be voted at the Annual Meeting in
accordance with your instructions on such card with respect to Proposals 1, 2
and 3. 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 COMMITTEE PRESENTLY INTENDS TO GIVE NOTICE OF ITS
INTENT TO CUMULATE VOTES FOLLOWING THE REPORT OF THE INSPECTOR OF ELECTION AT
THE ANNUAL MEETING. THE COMMITTEE PRESENTLY INTENDS TO CUMULATE VOTES AT THE
ANNUAL MEETING IN SUCH A WAY AS TO RESULT IN THE ELECTION OF THE GREATEST NUMBER
OF COMMITTEE NOMINEES UNDER THE CIRCUMSTANCES EXISTING AT THAT TIME. 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. In addition, you may vote for the establishment of a mandatory retirement
age for CJC directors and for ratification of the appointment of Deloitte &
Touche LLP as independent auditors, vote against, or abstain from voting on such
proposals by marking the proper boxes 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, the establishment of a mandatory retirement age for directors, and
ratification of the appointment of Deloitte & Touche LLP, provided that you
have signed and dated the proxy card. THE COMMITTEE WILL VOTE THEIR
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SHARES OF CJC COMMON STOCK FOR THE ELECTION OF THE COMMITTEE NOMINEES AND FOR
THE ESTABLISHMENT OF A MANDATORY RETIREMENT AGE FOR 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
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 $80,000.
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,
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please contact the person responsible for your account and instruct that
person to execute on your behalf the BLUE proxy card.
OTHER MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING
The Committee is not aware of any proposals other than those listed above
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.
CERTAIN ADDITIONAL INFORMATION
The CJC Proxy Statement to be distributed by CJC on behalf of the Board of
Directors will 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 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, the CJC Proxy
Statement, CJC's Annual Report on Form 10-K or CJC'S other 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 JENEVEIN Avenue
real estate development company San Bruno, CA 94066
Frank Wipfli Western Saddlery Inc.
General Manager, animal health J.A.M. Importers & Exporters, Inc.
products wholesaler/retailer 7038 Commerce Circle,
company 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 26, 1996. The Committee collectively owns a total
of 251,542 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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<PAGE>
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 0
F. SCOTT GROSS
NUMBER OF SHARES
----------------
DATE PURCHASED SOLD
---- --------- ----
11/30/95 1,000 0
12/15/95 1,000
07/30/96 1,000
JOHN C. HARRIS
NUMBER OF SHARES
----------------
DATE PURCHASED SOLD
---- --------- ----
08/17/94 2,000 0
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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<PAGE>
DORIS JOHNSON
NUMBER OF SHARES
----------------
DATE PURCHASED SOLD
---- --------- ----
12/30/94 300 0
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 0
06/18/96 900
JERRYLEE VANDERHURST
NUMBER OF SHARES
----------------
DATE PURCHASED SOLD
---- --------- ----
12/14/95 20 0
07/31/95 50
11/16/95 50
01/04/96 20
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<PAGE>
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%
One Corporate Center
Rye, NY 10580-1435
David H. Lesser/Hudson Bay Partners, L.P.(2). . . . 288,300 5.0
2 West 45th Street, Suite 908
New York, NY 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. However, Mr. Lesser expressly disclaims
beneficial ownership of any shares not directly owned by him.
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)
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<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, NY 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 each of DAVID GJERDRUM, JOHN C. HARRIS 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
PROPOSALS 1 AND 2.
(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 /__/ WITHHOLD AUTHORITY
except as marked below 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. TO ESTABLISH A MANDATORY RETIREMENT AGE FOR DIRECTORS
Establishing the age of 72 as the mandatory retirement age for CJC
directors.
/__/ FOR /__/ AGAINST /__/ ABSTAIN
3. TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS
Ratifying the appointment of the firm of Deloitte & Touche LLP as
independent public accountants for 1996.
/___/ FOR /___/ AGAINST /___/ ABSTAIN
4. 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 PROPOSALS 1, 2 and 3.
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)
<PAGE>
__________________________________ Dated:______________________________
(Signature)
__________________________________ ____________________________________
(Print name of joint holder, (Title, if applicable)
if applicable)
__________________________________ Dated:______________________________
(Signature of joint holder,
if applicable)
