SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
_______________________________
CALIFORNIA JOCKEY CLUB
BAY MEADOWS OPERATING COMPANY
(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
072443203
(Cusip Number)
_______________________________
MR. DAVID H. LESSER
HUDSON BAY PARTNERS, L.P.
2 WEST 45TH STREET
SUITE 908
NEW YORK, NEW YORK 10036
(212) 371-6422
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
_______________________________
COPY TO:
Robert E. King, Jr., Esq.
Rogers & Wells
200 Park Avenue
New York, New York 10166
(212) 878-8000
_______________________________
JUNE 10, 1996
(Date of event which requires filing of this statement)
_______________________________________________________________________________
<square> Check box 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).
<checked-box> Check box if a fee is being paid with the statement.
_______________________________________________________________________________
Page 1 of 10
Exhibit Index at Page 9
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C><C>
CUSIP No. 072443203 13D Page 2 of 10 Pages
</TABLE>
<TABLE>
<S> <C> <C>
________________________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
HUDSON BAY PARTNERS, L.P.
________________________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <checked-box>
(b) <square>
________________________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________________________
4. SOURCES OF FUNDS
WC
________________________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) <square>
________________________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C>
________________________________________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF 275,500*
______________________________________________________________
UNITS 8. SHARED VOTING POWER
BENEFICIALLY 275,500*
______________________________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 275,500*
______________________________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 275,500*
________________________________________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,500
________________________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES <square>
________________________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.8%
________________________________________________________________________________________________
14. TYPE OF REPORTING PERSON
PN
________________________________________________________________________________________________
<FN>
* Mr. Lesser is President, sole director and sole shareholder of Hudson Bay
Partners, Inc., general partner of Hudson Bay Partners, L.P. ("Hudson
Bay"), and, as a result of such affiliation, may be deemed to have shared
voting and dispositive power over the 275,500 Shares owned by Hudson Bay;
however, Mr. Lesser expressly disclaims beneficial ownership of any Shares
not directly owned by him.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C><C>
CUSIP No. 072443203 13D Page 3 of 10 Pages
</TABLE>
<TABLE>
<S> <C> <C>
________________________________________________________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
DAVID H. LESSER
________________________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) <checked-box>
(b) <square>
________________________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________________________
4. SOURCES OF FUNDS
PF
________________________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) <square>
________________________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
________________________________________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C>
________________________________________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF 12,800
______________________________________________________________
UNITS 8. SHARED VOTING POWER
BENEFICIALLY 275,500*
______________________________________________________________
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH 12,800
______________________________________________________________
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH 275,500*
________________________________________________________________________________________________
</TABLE>
<TABLE>
<S> <C> <C>
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
288,300*
________________________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES <square>
________________________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
________________________________________________________________________________________________
14. TYPE OF REPORTING PERSON
IN
________________________________________________________________________________________________
<FN>
* Mr. Lesser is President, sole director and sole shareholder of Hudson Bay
Partners, Inc., general partner of Hudson Bay Partners, L.P. ("Hudson
Bay"), and, as a result of such affiliation, may be deemed to have shared
voting and dispositive power over the 275,500 Shares owned by Hudson Bay;
however, Mr. Lesser expressly disclaims beneficial ownership of any Shares
not directly owned by him.
</TABLE>
<PAGE>
<PAGE>
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D (this "Schedule") relates to paired shares of common
stock, par value $.01 per share ("Shares"), of California Jockey Club, a
Delaware corporation, and Bay Meadows Operating Company, a Delaware corporation
(collectively, the "Issuer"). The principal executive offices of the Issuer
are located at Bay Meadows Racecourse, 2600 South Delaware Street, P.O. Box
1117, San Mateo, California 94403.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c) The persons filing this statement are Hudson Bay Partners,
L.P., a Delaware limited partnership ("Hudson Bay") of which Hudson Bay
Partners, Inc., a New York corporation, is the general partner (the "General
Partner"), and David H. Lesser (each, a "Filing Person" and collectively, the
"Filing Persons"). The principal executive offices of Hudson Bay and the
General Partner and the principal business address of Mr. Lesser are located at
2 West 45th Street, Suite 908, New York, New York 10036. Hudson Bay's
principal business is investments. The General Partner's principal business is
acting as general partner of Hudson Bay. Mr. Lesser is the sole director and
executive officer of the General Partner; Mr. Lesser's current principal
occupation is to serve as President of the General Partner.
(d)-(e) During the last five years, neither Hudson Bay, the General
Partner, nor Mr. Lesser (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) was 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 further violations of or prohibiting 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.
Hudson Bay used funds from its working capital and capital
contributions of its partners for the purchases described in Item 5(c) below.
Mr. Lesser used his personal funds for the purchases described in Item 5(c)
below.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Filing Persons acquired the Shares described at Item 5(c) below
for investment purposes. The Filing Persons have recently held discussions
with the Issuer regarding the possibility of an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Issuer, and the Filing Persons have been advised that the Issuer may have had
similar discussions with other third parties concerning a potential transaction
of that nature. The Filing Persons intend to continue to consider various
alternative courses of action and will in the future take such actions with
respect to their respective equity ownership in the Issuer as each Filing
Person deems appropriate in light of the circumstances existing from time to
time. Such actions may include making recommendations to management concerning
various business strategies, acquisitions, dividend policies and other matters,
pursuing a transaction or transactions involving a change in control of the
Issuer or such other actions as each Filing Person may deem appropriate. Such
actions also may involve the purchase of additional Shares or, alternatively,
may involve the sale of all or a portion of the Shares beneficially owned by
such Filing Person in the open market or in privately negotiated transactions
to one or more purchasers.
Except as described herein, neither Hudson Bay, the General Partner, nor
Mr. Lesser has any plans or proposals which relate to or would result in (a)
the acquisition by any person of additional securities of the Issuer or the
disposition of any such securities, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries, (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries, (d) any change in the present management of
the Issuer, (e) any material change in the present capitalization or dividend
policy of the Issuer, (f) any other material change in the Issuer's business or
corporate structure, (g) any other material change in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person, (h) causing a class of
securities of the Issuer to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (i) a class of equity securities of
the Issuer becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, or (j) any action
similar to any of the enumerated in (a) through (i) above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a)-(b) As of the date of this filing, Hudson Bay is the record and
beneficial owner of 275,500 Shares of the Issuer, constituting approximately
4.8% of the outstanding Shares of the Issuer. Mr. Lesser is the record and
beneficial owner of 12,800 Shares of the Issuer, constituting approximately
0.2% of the outstanding Shares of the Issuer, and as a result of his
affiliation with the General Partner he may also be deemed to beneficially own
the 275,500 Shares owned by Hudson Bay; Mr. Lessor expressly disclaims
beneficial ownership of any Shares not directly owned by him. Mr. Lesser has
sole voting and dispositive power with respect to the 12,800 Shares owned of
record individually by him; he may be deemed to share with Hudson Bay voting
and dispositive power over the 275,500 Shares owned by Hudson Bay. The General
Partner owns no Shares, except indirectly as general partner of Hudson Bay.
(c) On May 29, Hudson Bay purchased 248,800 Shares (representing 4.3% of
the total Shares outstanding) at $16.75 per Share, pursuant to a privately
negotiated transaction, for an aggregate purchase price of $4,167,400. From
June 5 through June 10, 1996, Hudson Bay purchased through a series of open-
market purchases detailed on Schedule I hereto an aggregate 26,700 Shares,
representing 0.5% of the total Shares outstanding, for a total consideration of
$449,741.00. No other purchase of Shares by Hudson Bay was made within the
past 60 days.
From May 17 through May 30, 1996, Mr. Lesser purchased an aggregate
2,750 Shares, representing 0.05% of the total Shares outstanding, through a
series of open-market purchases detailed on Schedule I hereto, for a total
consideration of $47,538.65. No other purchase of Shares by Mr. Lesser was
made within the past 60 days.
The General Partner has not purchased any Shares of the Issuer
within the last 60 days.
(d)-(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There exist no contracts, arrangements, understandings or
relationships (legal or otherwise) between any Filing Person or the General
Partner and any other persons with respect to any securities of the Issuer,
including but not limited to transfer or voting of any such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.3 Agreement of Joint Filing between Hudson Bay
Partners, L.P., and David H. Lesser, dated July 18,
1996.
<PAGE>
<PAGE>
SCHEDULE I
OPEN MARKET PURCHASES
BY FILING PERSONS IN LAST 60 DAYS
HUDSON BAY PARTNERS, L.P.
<TABLE>
<CAPTION>
DATE OF PRICE PAID
PURCHASE NUMBER OF SHARES PER SHARE AGGREGATE PRICE
<S> <C> <C> <C>
6/5/96 9,700 $16.750 $162,766.00
6/6/96 7,000 16.875 119,175.00
6/10/96 10,000 16.750 167,800.00
</TABLE>
DAVID H. LESSER
<TABLE>
<CAPTION>
DATE OF PRICE PAID
PURCHASE NUMBER OF SHARES PER SHARE AGGREGATE PRICE
<S> <C> <C> <C>
5/17/96 1,000 $17.250 $17,283.10
5/28/96 750 17.375 13,064.35
5/28/96 500 17.250 8,658.10
5/30/96 500 17.125 8,533.10
</TABLE>
<PAGE>
<PAGE>
SIGNATURE
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.
Dated: July 18, 1996
HUDSON BAY PARTNERS, L.P.
By: Hudson Bay Partners, Inc.,
General Partner
By: /S/ DAVID H. LESSER
____________________________
David H. Lesser
President
By: /S/ DAVID H. LESSER
________________________________
David H. Lesser, individually
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. DESCRIPTION PAGE NUMBER
<S> <C> <C>
7.1 Agreement of Joint Filing between Hudson Bay 10
Partners, L.P. and David H. Lesser, dated July 18,
1996.
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 7.1
AGREEMENT OF JOINT FILING
Hudson Bay Partners, L.P. and David H. Lesser hereby agree that the
Statement on Schedule 13D to which this agreement is attached as an exhibit, as
well as all future amendments to such Statement, shall be filed jointly on
behalf of each of them. This agreement is intended to satisfy the requirements
of Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended.
Dated: July 18, 1996
HUDSON BAY PARTNERS, L.P.
By: Hudson Bay Partners, Inc.,
General Partner
By: /S/ DAVID H. LESSER
____________________________
Name: David H. Lesser
Title: President
By: /S/ DAVID H. LESSER
_________________________________
David H. Lesser, individually
