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[BAY MEADOWS LOGO]
August 13, 1996
Dear Fellow Stockholder:
Recently, the Board of Directors of California Jockey Club ("CJC") was ordered
by a Court to hold an Annual Stockholders Meeting by August 30, 1996. In short,
the holding of an election for CJC Directors could no longer be postponed. For
the convenience of Stockholders, Bay Meadows Operating Company ("BMOC") is
having a Special Meeting of Stockholders on the same day.
In connection with the special meeting, I believe it is important to emphasize
to you that the present position of BMOC as to the feasibility of training and
stabling horses at an off-site facility and then vanning the horses to and from
Bay Meadows to race has changed from that expressed at the BMOC Stockholders
Meeting held in July of 1995. At that time, more than a year ago, I thought that
if a suitable site was found and a world class stabling and training facility
built, the concept would be accepted. After all, prior to the 1995 Stockholders
Meeting, Kjell Qvale (CJC Chairman) had assured the BMOC Board that such a plan
had industry-wide support, including the support of the Thoroughbred Owners of
California ("TOC"). Therefore, at that time, I believed it was in the best
interests of all concerned to support the decision of CJC to sell and develop
the stable area and training track.
When I subsequently learned in August of 1995 that CJC's plan did not have the
support and approval of either TOC or the California Horsemen's Benevolent and
Protective Association (Trainers' Organization), I changed my mind. The fact
that a suitable off-site stable facility had not been located and, to this day,
has not been found also contributed to the change in my position. The leadership
of CJC has been well aware of my current position and that of the BMOC Board for
a long period of time. In fact, BMOC's position was publicly disclosed in the
following excerpt from our Annual Report filed with the Securities and Exchange
Commission on or about April 12, 1996:
"Initially, the management of Bay Meadows thought that the 75-acre
Stable Area and Training Track could be sold without jeopardizing Bay
Meadows racing operations assuming appropriate alternative training
and stabling facilities were made available. Besides being concerned
that such facilities have not yet been identified, management of Bay
Meadows underestimated the extent of the negative reaction of owners
and trainers to the sale of the Stable Area. Consequently, Bay Meadows
now believes that the sale of either or both of the parcels may
adversely impact the present operation of the Bay Meadows Racecourse.
However, until definitive plans for alternative stabling and training
arrangements are finalized, the magnitude of the effects on Bay
Meadows' operations cannot be determined".
I hope you will be able to attend BMOC's Special Meeting of Stockholders on
August 30, 1996. Whether you plan to attend in person or not, please mark, sign,
date, and return the enclosed Proxy. If you attend the Special Meeting, you may
vote your shares in person, even though you have previously signed and returned
your Proxy.
Very truly yours,
/s/ F. JACK LIEBAU
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F. Jack Liebau
President, Bay Meadows Operating Company
