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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 /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
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<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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BAY MEADOWS OPERATING COMPANY
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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 Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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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(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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/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.
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BAY MEADOWS OPERATING COMPANY
2600 South Delaware Street
P.O. Box 5050
San Mateo, California 94402
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
Tuesday, August 22, 1995
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To the Stockholders of Bay Meadows Operating Company:
Notice is hereby given that a Special Meeting of Stockholders of Bay
Meadows Operating Company will be held on Tuesday, August 22, 1995, at 10:00
a.m. Pacific Daylight Time, at the Clubhouse of Bay Meadows Racecourse, 2600
South Delaware Street, San Mateo, California, for the following purposes:
1. To vote on a proposal of the Board of Directors to approve a
mandatory retirement age of 72 for members of the Board of
Directors.
2. To transact such other business as may properly be brought
before the meeting.
For additional information on this Special Meeting of Stockholders,
please refer to the following Proxy Statement.
Stockholders of record at the close of business on July 14, 1995, are
the only stockholders entitled to notice of and to vote at this Special Meeting
of Stockholders.
BY ORDER OF THE BOARD OF DIRECTORS
Lee R. Tucker
Secretary
Dated July 21, 1995
IMPORTANT
WHETHER YOU EXPECT TO ATTEND THE MEETING OR NOT, PLEASE VOTE, SIGN, DATE, AND
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE AS PROMPTLY AS
POSSIBLE. If you attend the meeting, you may vote your shares in person, even
though you have previously signed and returned your proxy.
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BAY MEADOWS OPERATING COMPANY
2600 South Delaware Street
P.O. Box 5050
San Mateo, California 94402
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PROXY STATEMENT
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SOLICITATION OF PROXY
This Proxy Statement is furnished in connection with the solicitation
of proxies to be used at the Special Meeting of Stockholders (the "Special
Meeting") of Bay Meadows Operating Company (the "Company"), a Delaware
corporation, to be held on Tuesday, August 22, 1995, 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 adjournment or postponements thereof.
The stockholders of the Company will consider (1) a proposal of the Board of
Directors to approve a mandatory retirement age of 72 for members of the Board
of Directors and (2) such other business as may properly be brought before the
meeting. This Proxy Statement and the form of proxy card were first sent or
given to stockholders on or about July 21, 1995. The proxy materials are being
mailed to stockholders of record at the close of business on July 14, 1995 (the
"Record Date"). Only stockholders of record on the Record Date are entitled to
vote at the Special Meeting. On that day, there were issued and outstanding
5,763,257 shares of Common Stock of the Company.
PURPOSE OF SPECIAL MEETING
At the Company's Annual Stockholders Meeting held on June 1, 1995 (the
"1995 Annual Meeting"), the Company's stockholders voted on a stockholder
proposal providing for a mandatory retirement age of 72 for members of the Board
of Directors. Based on the count by the Inspector of Elections of ballots cast
at the 1995 Annual Meeting, it was announced at the meeting that the proposal
had been adopted. However, several hours after the 1995 Annual Meeting had
concluded, the Company was first informed by the service company engaged to
collect and provide preliminary tabulations of the proxies solicited by the
Board that on the morning of the 1995 Annual Meeting the service company had
received revised proxies from the proxy service agent for many brokerage houses
and banks. The revised proxies, some of which were not contemporaneously dated,
apparently related to the discretionary voting of "street name" shares for which
no voting instructions had been received from the beneficial owners. Contrary
to the Company's instructions, the revised proxies were not sent by the service
company to the Company's offices until several hours after the conclusion of
the 1995 Annual Meeting. If the revised proxies were valid and had been
received at the Company's offices prior to the closing of the balloting, it may
have changed the results of the voting on the stockholder proposal. While the
Board of Directors considers the Company to be bound by the results that were
announced at the 1995 Annual Meeting, and thus the Company currently has in
place a mandatory retirement age of 72, in light of the foregoing, the Board is
uncertain whether that result truly reflects the will of the Company's
stockholders. Accordingly, the Board of Directors has called this Special
Meeting to allow the stockholders to vote again to approve or disapprove a
mandatory retirement age of 72 for members of the Board of Directors, with the
intention that this vote would supersede the vote taken at the 1995 Annual
Meeting on a similar proposal.
PROPOSAL TO APPROVE A MANDATORY RETIREMENT AGE
OF 72 FOR MEMBERS OF THE BOARD OF DIRECTORS
The Board of Directors submits the following proposal to be voted upon
by the stockholders at the Special Meeting:
"RESOLVED, that the mandatory retirement age for members of the
Board of Directors be set at age 72 so that there would be no
directors age 72 or older, this to be accomplished by providing
that a nominee for election or appointment to the Board must be
of an age that would not place the nominee at or above the age of
72 prior to the anticipated end of his or her term. Whether
approved or not, the vote on this resolution shall supersede the
vote taken at the 1995 Annual Meeting on a similar proposal."
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As stated in the resolution, the vote on the foregoing proposal is intended to
supersede the vote at the 1995 Annual Meeting which approved a mandatory
retirement age of 72, as discussed above. Accordingly, if this proposal is
approved by the Company's stockholders, the Company will continue to have a
mandatory retirement age for members of the Board of Directors as set forth
above, rather than as approved at the 1995 Annual Meeting. But, if the Company's
stockholders do not approve this proposal, then the Company would no longer have
a mandatory retirement age for members of the Board of Directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THIS
PROPOSAL.
STATEMENT IN SUPPORT OF PROPOSAL
The Board of Directors believes that its proposal is in the best
interest of the Company and its stockholders. Mandatory retirement age
provisions have several benefits. First, being able to anticipate a Board
member's retirement should allow the Company to plan for the orderly succession
of the members of its Board and to carry on a coordinated advance search and
evaluation for talented and qualified directors. Second, the adoption of a
mandatory retirement age provision assures that the make-up of the Board will,
from time to time, change and that new directors with different perspectives,
talents and ideas will be included on the Board. As the Company's business and
industry continues to be affected by technological and other advances and as the
Company faces new and different challenges, the Board believes it will become
increasingly important for the Company to ensure that new insights and fresh
ideas are injected into the Company's Board room through Board member
succession. The Board of Directors believes that a mandatory retirement age
provision provides an evenhanded and uniform way to facilitate the devolution of
authority to the next generation of Board members.
The Board has observed that many successful companies in the San
Francisco Bay Area and around the country have adopted mandatory retirement
age provisions applicable to Board members. For example, in the San Francisco
Bay Area, BankAmerica Corp., The Gap, Inc., Pacific Gas and Electric Co.,
Pacific Telesis Group and Wells Fargo & Co. each have policies providing for
mandatory retirement of Board members from between the ages of 70 and 72.
Nationally, numerous companies have similar mandatory retirement policies for
Board members, including, among others, Bethlehem Steel Corp., The Boeing Co.,
Briggs & Stratton Corp., ITT Corp., Kmart Corp., Mobil Corp., Nike, Inc.,
Ralston Purina Co., Texas Instruments, Inc. and Universal Foods Corp. The Board
believes that its proposal establishes a reasonable cut-off age for continuing
Board service.
None of the Company's current directors are over the proposed mandatory
retirement age of 72. The names and ages of the Company's current directors are
as follows: Eugene F. Barsotti (57); John C. Harris (52); F. Jack Liebau (56);
Lee R. Tucker (63); Anthony J. Zidich (66). However, if the mandatory retirement
age proposal is approved by the stockholders at the Special Meeting, the Board
of Directors will be precluded from filling the two existing vacancies on the
Board with any persons who are not qualified nominees based on the retirement
age threshold set forth in the proposal.
OTHER MATTERS
VOTE REQUIRED FOR APPROVAL OF PROPOSAL
The proposal will be approved if a majority of the Company's shares
present in person or represented by proxy at the Special Meeting and entitled to
vote on the proposal vote for the proposal. In determining whether the proposal
is approved or disapproved, broker non-votes will be counted for quorum
purposes only and will not be counted to determine approval or disapproval of
the proposal, while abstentions will be counted and will therefore have the
same effect as a vote against the proposal, and against the Company's current
mandatory retirement age policy. IN OTHER WORDS, IF YOU ABSTAIN, IT WILL HAVE
THE SAME EFFECT AS IF YOU WERE CASTING A VOTE AGAINST THE PROPOSAL, AND AGAINST
THE COMPANY'S CURRENT MANDATORY RETIREMENT AGE POLICY. Holders of the Company's
Common Stock are entitled to one vote for each share held.
VOTING OF PROXIES
A stockholder signing and returning a proxy on the enclosed proxy card
has the power to revoke it at any time before the shares represented thereby are
voted by (1) notifying the Secretary of the Company in writing, (2) executing
and delivering a later dated proxy or (3) attending and voting such shares at
the Special Meeting. If the enclosed proxy is completed in the appropriate
spaces, signed, dated and returned, the proxy will be voted by the proxy
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holders as specified in the proxy. If no specification is made, the proxy
will be voted "FOR" the proposal to approve a mandatory retirement age of 72 for
members of the Board of Directors, and will be voted on such other matters as
may come before the meeting at the discretion of the proxy holders.
OTHER MATTERS
The cost of preparing, assembling, and mailing the proxy material and
of reimbursing brokers, nominees, and fiduciaries for the out-of-pocket and
clerical expenses of transmitting copies of the proxy material to the beneficial
owners of shares held of record by such persons will be borne in part by the
Company and in part by Chemical Trust Company of California. The solicitation of
proxies will be made by use of the mails and may also be made by telephone,
telegraph, or personally, by certain directors, officers and regular employees
of the Company who will receive no extra compensation for such services. In
addition, the Company has retained D.F. King & Co., a proxy distribution and
solicitation firm, to assist in the distribution and solicitation of proxies for
shares for a fee of $1,000 plus reimbursement of reasonable out-of-pocket
expenses.
The Company's Bylaws provide that stockholders intending to bring
business before a stockholders' meeting must give the prescribed notice and
information to the Company at least 60 days prior to the meeting of
stockholders. However, the Bylaws also provide that, where less than 70 days'
notice or prior public disclosure of the date of a stockholders' meeting is
given, advance notice of business to be brought before any stockholders' meeting
must be delivered or mailed to and received at the principal executive offices
of the Company not later than the close of business on the tenth day following
the day on which the notice of the meeting of stockholders was mailed, or such
public disclosure was made. Pursuant to and in accordance with the foregoing
Bylaw provisions, as of the date of this Proxy Statement, the Company had not
been notified of any further business to be brought before the Special Meeting.
As of the date of this Proxy Statement, the Board of Directors does not
know of any other business to be presented for consideration at the Special
Meeting. If any other business should properly come before the Special Meeting,
the persons named in the enclosed form of proxy, or their substitutes, will vote
the shares represented by the proxies with respect to any such matters in
accordance with their best judgment.
BY ORDER OF THE BOARD OF DIRECTORS,
Lee R. Tucker
Secretary
Dated July 21, 1995
YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN, DATE AND RETURN THE
ACCOMPANYING PROXY CARD IN THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.
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PROXY
BAY MEADOWS OPERATING COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Eugene F. Barsotti, Jr., John C. Harris, and F.
Jack Liebau, or any of them, each with full power of substitution, as proxies of
the undersigned, to attend the Special Meeting of Stockholders of Bay Meadows
Operating Company to be held at the Clubhouse of Bay Meadows Racecourse, 2600
South Delaware Street, San Mateo, California on August 22, 1995, at 10:00 a.m.,
and any adjournment or postponements thereof, and to vote the number of shares
the undersigned would be entitled to vote if personally present at the meeting.
THIS PROXY WILL BE VOTED AS SPECIFIED, OR IF NO CHOICE IS SPECIFIED, WILL BE
VOTED "FOR" THE PROPOSAL TO APPROVE A MANDATORY RETIREMENT AGE OF 72 FOR MEMBERS
OF THE BOARD OF DIRECTORS. IF THIS PROPOSAL IS APPROVED BY THE STOCKHOLDERS,
THE COMPANY WILL CONTINUE TO HAVE A MANDATORY RETIREMENT AGE POLICY FOR MEMBERS
OF ITS BOARD OF DIRECTORS, AND IF THIS PROPOSAL IS NOT APPROVED BY THE
STOCKHOLDERS, THE COMPANY WILL NO LONGER HAVE A MANDATORY RETIREMENT AGE POLICY
FOR MEMBERS OF ITS BOARD OF DIRECTORS. IF ANY OTHER MATTER IS BROUGHT BEFORE
THE SPECIAL MEETING OR ANY ADJOURNMENT OR POSTPONEMENTS THEREOF, THE PROXIES
NAMED ABOVE OR ANY OF THEIR SUBSTITUTES, OR ANY OF THEM, SHALL HAVE THE
AUTHORITY TO VOTE THE SHARES OF THE UNDERSIGNED WITH RESPECT TO ANY SUCH MATTER
IN ACCORDANCE WITH THEIR BEST JUDGMENT.
(To be completed and signed on reverse side)
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---------- X PLEASE MARK
COMMON YOUR VOTE
SHARES THIS WAY
1. Proposal to approve a mandatory 2. In their discretion, upon any and all
retirement age of 72 for members other matters as may properly come
of the Board of Directors. before the meeting or any adjournment or
postponements thereof.
FOR AGAINST ABSTAIN
/ / / / / /
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE "FOR" THIS PROPOSAL. A vote of
"Abstain" on this proposal has the
same effect as a vote "Against"
this proposal.
(Please sign exactly as name appears.
When shares are held by joint tenants,
both should sign. When signing as
attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in full
partnership name by authorized person.)
----
| Dated: , 1995
|
Signature
Signature, if held jointly
STOCKHOLDERS ARE URGED TO MARK, DATE,
SIGN AND RETURN THIS PROXY IN THE
ENVELOPE PROVIDED, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES
