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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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))
/ / Definitive Proxy Statement
/X/ 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)
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/X/ $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.
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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/ / Fee paid previously with preliminary materials.
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LOGO
August 20, 1996
Dear Fellow Stockholders:
On Tuesday, August 13, 1996, California Jockey Club filed suit in U.S. district
court against, among others, Bay Meadows Operating Company, our Chairman John
Harris and our President Jack Liebau. We believe this suit to be meritless and
are responding accordingly.
One allegation in the suit is that Bay Meadows Operating Company is seeking
through the Special Meeting proxy materials "to influence the giving or
revocation of proxies with respect to the election of directors of CJC at the
annual meeting of stockholders of CJC." To our minds, that allegation is
patently false. The Special Meeting proxy materials clearly do not say who
should or should not be elected to the Cal Jockey Board. Rather, the issue
presented by the Special Meeting proxy materials is whether on-site or
contiguous stabling or, alternatively, off-site stabling should be pursued. That
is the critical issue for you, our stockholders, and is an issue that must be
decided now because of the very real prospect that our existing stalls could be
torn down as early as Spring 1997.
The on-site versus off-site stabling issue arises because of the sales of the
stable area and the training track area. But the sales are NOT, and never have
been, the issue for the Special Meeting. What to do as a result of the sales IS
the issue. As the excerpt from our April 1996 Annual Report quoted in the August
13 letter to you said, "until definitive plans for alternative stabling and
training arrangements are finalized, the magnitude of the effects [of the sales]
on Bay Meadows' operations cannot be determined."
Simply put, the issue at our Special Meeting is on-site versus off-site
stabling. That is now what we are asking you, our stockholders, to express your
views on. And, for the reasons set forth in the Special Meeting proxy materials,
THE BAY MEADOWS BOARD IS IN FAVOR OF ON-SITE STABLING. However, we wish to
remind you that regardless of whether Bay Meadows ultimately pursues on-site or
contiguous stabling or, alternatively, off-site stabling, the company is not
currently in a position to finance all of the necessary improvements and
arrangements on its own.
We also want to take this opportunity to remind you of what we said in the
section we entitled "NO RECOMMENDATION REGARDING CALIFORNIA JOCKEY CLUB PROXY
CONTEST" on page 2 of our Special Meeting Proxy Statement: "NEITHER BAY MEADOWS
NOR THE BAY MEADOWS BOARD OF DIRECTORS MAKES ANY RECOMMENDATION WITH REGARD TO
THE ELECTION OF DIRECTORS AT THE ANNUAL MEETING OF CALIFORNIA JOCKEY CLUB."
(original text in bold). Neither the Special Meeting Proxy Statement, the
accompanying proxy card and letter sent by Bay Meadows nor this letter are
intended or should be construed as a solicitation relating to the election of
directors at the Annual Meeting of California Jockey Club. Rather, as we also
stated on page 2 of our Special Meeting Proxy Statement, "the Bay Meadows Board
of Directors is presenting the Resolutions to the Bay Meadows stockholders in
the interest of seeking direction from the stockholders as to whether
alternatives for on-site stabling should be pursued by Bay Meadows." And as
stated on page 2 of the Special Meeting Proxy Statement: "The Board of Directors
believes that the subject matter of the Resolutions is critical to the future of
Bay Meadows and that it is important that the Resolutions be approved by Bay
Meadows stockholders, regardless of the make up of the Cal Jockey Board, either
now, or after the election." We also believe that having the Special Meeting
affords stockholders the opportunity to ask questions about the on-site and
off-site alternatives or any other matter relating to Bay Meadows' operations.
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Finally, we want to remind you that your vote at the Special Meeting of
Stockholders of Bay Meadows Operating Company is important to us. If you have
already completed the Special Meeting proxy card (white) previously sent to you,
we want to thank you. If you have not yet done so, we urge you to complete,
sign, date and return the enclosed Special Meeting Proxy Card (white) as soon as
possible. If you attend the Special Meeting, you may vote your shares in person,
even though you have previously signed and returned your proxy.
Thank you for your consideration of this important issue for Bay Meadows
Operating Company.
Very truly yours,
The Board of Directors of
Bay Meadows Operating Company
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