SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Bay Meadows Operating Company
(Name of Issuer)
Common Stock
(Title of class of securities)
072443 20 3
(CUSIP Number)
Peter A. Nussbaum, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
November 15, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE
SCHEDULE 13D
CUSIP No. 072443 20 3 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P. 13-3700768
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 155,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 155,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
155,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
2.69%
14 TYPE OF REPORTING PERSON*
PN
<PAGE
Page 3 of 4
This Amendment No. 2 amends and supplements the Statement on Schedule 13D
(as heretofore amended, the "Schedule 13D") relating to the Common Stock (the
"Shares") of Bay Meadows Operating Company, a Delaware corporation (the
"Company"), previously filed by Gotham Partners, L.P., a New York limited
partnership ("Gotham"), and Gotham Partners II, L.P., a New York limited
partnership ("Gotham II"). Capitalized terms used and not defined in this
Amendment have the meanings set forth in the Schedule 13D.
Except as specifically provided herein, this Amendment does not modify
any of the information previously reported on Schedule 13D.
* * *
Item 5 is hereby amended to add the following information:
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 155,000 Shares as of the close of business on November
18, 1996, representing an aggregate of approximately 2.69% of the outstanding
Shares. The percentage in this paragraph is calculated based upon
5,763,257 Shares outstanding as of November 8, 1996, as reported in the
Company's Form 10-Q for the quarter ended September 30, 1996.
(c) The table below sets forth information with respect to all purchases
and sales of Shares by Gotham since the filing of the Schedule 13D amendment
dated November 11, 1996 (the prices represent the price for a unit of one Share
and one share of the common stock of California Jockey Club, which trades
together with each Share). All Shares sold by Gotham were effected in open-
market transactions on the NASDAQ. Gotham II had no transactions in the
Shares during such period.
Transaction Number of Price per Aggregate Sales
Date Shares Share Price
(Sold)
- ---------------- --------------- -------------- --------------
11/12/96 (14,000) $34.18886 $ 478,644
11/13/96 (10,000) $34.93887 $ 339,389
11/14/96 (25,000) $34.03886 $ 850,972
11/15/96 (79,809) $34.43185 $ 2,747,972
11/15/96 (60,000) $34.41805 $ 2,065,083
11/18/96 (15,300) $34.935 $ 534,506
<PAGE
Page 4 of 4
(e) The reporting persons ceased to be the beneficial owner of more than
5.0% of the Shares on November 15, 1996.
* * *
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
November 18, 1996
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: KARENINA CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
By: DPB CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS II, L.P.
By: Section H Partners, L.P.
its general partner
By: KARENINA CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
By: DPB CORPORATION,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
