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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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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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[BAY MEADOWS LETTERHEAD]
August 23, 1996
Dear Fellow Shareholder:
We are enclosing Releases regarding the combined financial results of Bay
Meadows Operating Company ("BMOC") and California Jockey Club ("CJC") for
the six months ended June 30, 1996 and the unsuccessful efforts to prevent BMOC
from holding a Shareholders Meeting on August 30, 1996.
At the Annual Meeting of Shareholders of BMOC held on July 12, 1996, Greg S.
Gunderson was elected a director of BMOC. Thereafter, BMOC's Board was expanded
to six, and the duly elected directors are: Eugene F. Barsotti, Jr., Greg S.
Gunderson, John C. Harris, F. Jack Liebau, Lee R. Tucker and Anthony J. Zidich.
We also want to remind you that your vote at the Special Meeting of
Shareholders of BMOC on August 30, 1996 is important to us. If you have already
returned 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 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.
Very truly yours,
/s/ F. Jack Liebau
F. JACK LIEBAU
President
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NEWS RELEASE
For: BAY MEADOWS OPERATING COMPANY/ For Release: Immediately
CALIFORNIA JOCKEY CLUB
Contact: F. Jack Liebau
(415) 573-4505
BAY MEADOWS/CALIFORNIA JOCKEY CLUB REPORT
SIX MONTHS RESULTS
(SAN MATEO, CALIFORNIA) August 15, 1996--Bay Meadows Operating Company
and California Jockey Club (AMEX Symbol: CJ) today reported results for the
quarter and the six months ended June 30, 1996.
Combined revenues for the first six months of 1996 were $29,579,000,
compared to $17,054,000 a year ago. The companies reported a net income of
$3,069,000, or $.53 per share, for the first six months of 1996 compared with
$907,000, or $.16 per share, a year ago.
On a combined basis, revenues for the second quarter for 1996 were
$2,765,000 compared with $7,367,000 in the same period a year earlier. The
Companies reported net loss of ($739,000), or ($.13) per share, for the second
quarter of 1996 compared with income of $260,000, or $.05 per share, in the
same period in 1995.
"The comparative results of the first six months of 1996 with those of
the prior year were favorably impacted by Bay Meadows having 33 more days of
live racing in the first six months of 1996 than in 1995," said F. Jack Liebau,
President of Bay Meadows Operating Company. "The second six months of 1996 will
be adversely impacted by there being 26 less days of live racing than there were
in 1995."
California Jockey Club is an equity real estate investment trust whose
principal asset is Bay Meadows Racecourse, located on the San Francisco
Peninsula. Its shares are traded on a paired basis with Bay Meadows Operating
Company, which operates Bay Meadows Racecourse. The shares of the two Companies
trade on the AMEX under the name Bay Meadows and the Symbol CJ.
###
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COMBINED OPERATING RESULTS
Bay Meadows Operating Company/California Jockey Club
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<CAPTION>
For the Three Months Ended June 30,
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1996 1995
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<S> <C> <C>
Revenue $2,765,000 $7,367,000
Net income (loss) $ (739,000) $ 260,000
Net income (loss) per paired share $ (.13) $ .05
<CAPTION>
For the Six Months Ended June 30,
---------------------------------
1996 1995
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<S> <C> <C>
Revenue $29,579,000 $17,054,000
Net income (loss) 3,069,000 907,000
Net income (loss) per paired share $ .53 $ .16
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NEWS RELEASE
For: BAY MEADOWS OPERATING COMPANY Release: Immediately
Contact: F. Jack Liebau
(415) 573-4505
EFFORTS TO SILENCE BAY MEADOWS SHAREHOLDERS
ARE REJECTED BY THE COURTS
(San Mateo, California) August 22, 1996 -- Bay Meadows Operating Company
(AMEX Symbol: CJ) announced today that all legal efforts to prevent Bay Meadows'
shareholders from meeting on August 30, 1996 have failed. Late yesterday, United
States District Court Judge Vaughn Walker denied California Jockey Club's motion
for expedited discovery. Cal Jockey had requested production of documents and
the right to take a number of depositions before the August 30 shareholders
meeting. Cal Jockey claimed it needed this expedited discovery to seek a
preliminary injunction aimed at preventing the Bay Meadows shareholders'
meeting.
The Court's ruling followed last Friday's denial by San Mateo County
Superior Court of a temporary restraining order, also aimed at preventing the
Bay Meadows shareholders' meeting, sought by Property Resources, Inc. ("PRI").
PRI has entered into a contract with Cal Jockey for the purchase of 32 acres at
the Bay Meadows Racecourse, which is the land on which the current stables are
situated.
In the wake of these favorable court decisions, Bay Meadows reaffirmed
its intention to ask its shareholders to vote in favor of a resolution to
maintain Bay Meadows' racing operations "in a way substantially similar to the
manner in which it is presently conducted," and, in particular, to replace
existing stables that may be lost with on-site or adjacent stalls.
Cal Jockey owns the 175 acres of real estate on which Bay Meadows has,
for over sixty years, conducted its racing meets. In 1995, Cal Jockey entered
into a contract to sell almost half of that land to private developers,
including the land on which Bay Meadows existing stables and training track are
located. F. Jack Liebau, Bay Meadows President, stated:
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