THIS PAPER DOCUMENT IS BEING SUBMITTED PURSUANT TO RULE 901(D) OF
REGULATION S-T
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Bay Meadows Operating Company
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(Name of Issuer)
Common Stock
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(Title Class of Securities)
072443 20 3
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(CUSIP Number)
David Klafter, Esq.
Gotham Partners, L.P.
237 Park Avenue
New York, New York 10017
and
Peter Golden, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
- ----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 11, 1996
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(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 [ ].
* 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).
SEC 1746 (12-91)
SCHEDULE 13D
CUSIP No. 072443 20 3 Page 2 of 9 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 GROUP* (a) [x] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE IF 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 359,109
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
0
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH
359,109
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,109
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.23%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. 072443 20 3 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partner II, L.P. 13-3863925
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE IF 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 5,753
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
0
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH 5,753
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,753
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.1%
14 TYPE OF REPORTING PERSON*
PN
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to
the shares of common stock (the "Shares") of Bay Meadows
Operating Company, a Delaware corporation (the "Company"). The
principal executive offices of the Company are located at 2600 S.
Delaware Street, San Mateo, California 94403.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being 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"). Each of
Gotham and Gotham II was formed to engage in the business of
buying and selling securities.
Section H Partners, L.P., a New York limited partnership
("Section H"), is the sole general partner of Gotham and Gotham
II. Karenina Corp., a New York corporation ("Karenina"), and DPB
Corp., a New York corporation ("DPB"), are the sole general
partners of Section H. Karenina is wholly owned by Mr. William
A. Ackman. DPB is wholly owned by Mr. David P. Berkowitz.
Messrs. Ackman and Berkowitz are citizens of the United States of
America, and their principal occupation is managing Gotham and
Gotham II. The business address of each of Gotham, Gotham II,
Section H, Karenina, DPB and Messrs. Ackman and Berkowitz is 237
Park Avenue, 9th Floor, New York, New York 10017.
During the last five years, none of Gotham, Gotham II,
Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz (i) has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) has been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The aggregate purchase price of the Shares purchased by
Gotham was $7,541,223 and the aggregate purchase price of the
Shares purchased by Gotham II was approximately $118,874. All of
the funds required for these purchases were obtained from the
general funds of Gotham and Gotham II, respectively.
ITEM 4. PURPOSE OF TRANSACTION
Each of Gotham and Gotham II has acquired the Shares covered
by this Statement for investment purposes, and intends to
evaluate the performance of such securities as an investment in
the ordinary course of its business. Gotham and Gotham II may
seek to acquire additional Shares or to dispose of some or all of
the Shares which they beneficially own. Such actions will depend
upon a variety of factors, including, without limitation, current
and anticipated future trading prices for such securities, the
financial condition, results of operations and prospects of the
Company, alternate investment opportunities, and general
economic, financial market and industry conditions.
Based upon a press release issued by California Jockey Club
on August 19, 1996, Gotham is aware of Hudson Bay Partners,
L.P.'s ("Hudson Bay") recapitalization proposal to California
Jockey Club and Bay Meadows Operating Company to purchase
15 million new operating partnership units at $20.00 per share
and receive seven-year warrants to purchase 5 million additional
units at $25.69.
Based upon a press release issued by Starwood Capital Group,
L.C.C. ("Starwood") on October 8, 1996, Gotham is aware of
Starwood's proposal to offer existing California Jockey Club and
Bay Meadows Operating Company shareholders the opportunity to
tender shares at $22.00 or to retain their shares and participate
in the potential growth of the recapitalized company.
Gotham believes that the Starwood proposal is significantly
superior to the Hudson Bay proposal because Starwood's purchase
of shares at a higher price and lack of warrant issuance makes
its proposal significantly less dilutive to existing Company
shareholders. In addition, the lack of a financing contingency
in Starwood's proposal increases the likelihood that the
recapitalization plan will be consummated.
Gotham may contact Starwood and/or Hudson Bay to discuss
ways in which they can improve their respective proposals.
Gotham may also contact management, other potential investors, as
well as consider other alternatives to the existing Starwood and
Hudson Bay proposals.
Except as set forth above, none of the persons named herein
has any plans or proposals which would relate to or result in any
of the matters set forth in items (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Gotham owns 359,109 Shares as of the date of this
Statement, representing an aggregate of approximately 6.23% of
the outstanding Shares (based upon the 5,763,257 Shares reported
by the Company to be outstanding in the Company's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1996). Gotham
II owns 5,753 Shares as of the date of this Statement,
representing an aggregate of approximately .1% of the outstanding
Shares. None of Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz beneficially own any Shares (other than the Shares
beneficially owned by Gotham and Gotham II).
(b) Each of Gotham and Gotham II has sole power to vote and
to dispose of all of the Shares beneficially owned by it.
(c) Since August 12, 1996, Gotham and Gotham II have
purchased the following Shares at the following prices (which
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), in each case in open-market transactions on the
NASDAQ:
<TABLE>
Gotham
<CAPTION>
Date Number of Shares Price per Share
<S> <C> <C>
8/12/96 14,700 $17.06
8/15/96 196 17.435
8/19/96 350 17.56
8/20/96 3,631 17.56
9/3/96 2,061 18.435
9/4/96 9,815 19.31
9/4/96 74,299 19.6421
9/13/96 5,500 18.6605
9/16/96 5,889 18.7183
9/17/96 1,963 18.56
9/18/96 9,819 18.67630
9/19/96 491 18.68501
9/20/96 294 18.685
9/23/96 1,472 18.685
9/24/96 1,472 18.685
9/25/96 4,955 18.9725
9/26/96 56,926 19.9716
9/27/96 1,473 19.8517
9/30/96 4,515 20.0117
10/1/96 8,539 20.456
10/2/96 10,000 20.0992
10/4/96 6,000 20.06
10/7/96 11,000 20.5373
10/8/96 3,600 20.2892
10/9/96 19,250 23.3693
10/10/96 14,337 23.8729
10/11/96 11,700 24.3773
10/14/96 4,000 24.085
10/15/96 35,500 24.1535
10/16/96 6,500 23.8446
10/17/96 26,400 24.227
10/18/96 2,462 24.435
</TABLE>
<TABLE>
Gotham II
<CAPTION>
Date Number of Shares Price per Share
<S> <C> <C>
8/12/96 300 $17.06
8/15/96 4 17.435
8/19/96 50 17.56
8/20/96 69 17.56
9/3/96 39 18.43513
9/4/96 185 19.31
9/4/96 1,401 19.6421
9/13/96 100 18.6605
9/16/96 111 18.71829
9/17/96 37 18.56
9/18/96 181 18.67630
9/19/96 9 18.68556
9/20/96 6 18.685
9/23/96 28 18.685
9/24/96 28 18.685
9/25/96 45 18.9724
9/26/96 1,074 19.9716
9/27/96 27 19.85185
9/30/96 85 20.01165
10/1/96 161 20.04559
10/2/96 200 20.0992
10/9/96 350 23.3693
10/10/96 225 23.87289
10/15/96 600 24.1535
10/17/96 400 24.227
10/18/96 38 24.435
</TABLE>
Except as described above, none of Gotham, Gotham II,
Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz has
effected any transactions in the securities of the Company during
the past sixty days.
(d) and (e). Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
None of Gotham, Gotham II, Section H, Karenina, DPB, Mr.
Ackman or Mr. Berkowitz is a party to any contract, arrangement,
understanding or relationship with respect to any securities of
the Company, including but not limited to transfer or voting of
any of the securities, finder's fees, joint ventures, loan or
option agreements, puts or calls, guarantees of profits,
divisions of profits or losses or the giving or withholding of
proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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.
October 21, 1996
GOTHAM PARTNERS, L.P.
By:Section H Partners, L.P.
its general partner
By: Karenina Corp.,
a general partner
By:/s/ William A. Ackman
-----------------------
William A. Ackman
President
GOTHAM PARTNERS II, L.P.
By:Section H Partners, L.P.
its general partner
By: Karenina Corp.,
a general partner
By:/s/ William A. Ackman
----------------------
William A. Ackman
President
