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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
JUNE 6, 1997
(Date of Report)
Date of earliest event reported: May 28, 1997
PATRIOT AMERICAN HOSPITALITY, INC.
(Exact name of Registrant as specified in its charter)
VIRGINIA
(State or other jurisdiction of incorporation)
0-26528 75-2599709
(Commission File Number) (I.R.S. Employer Identification No.)
3030 LBJ FREEWAY, SUITE 1500
DALLAS, TEXAS 75234
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(972) 888-8000
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ITEM 5. OTHER EVENTS.
On May 28, 1997, Patriot American Hospitality, Inc. ("Patriot"), Patriot
American Hospitality Partnership, L.P., California Jockey Club ("Cal Jockey")
and Bay Meadows Operating Company ("Bay Meadows") entered into an Agreement and
Plan of Merger, dated as of February 24, 1997, as amended and restated as of May
28, 1997. Pursuant to the Merger Agreement, Patriot will merge with and into
Cal Jockey (the "Merger"), with Cal Jockey being the surviving company.
The Merger Agreement was amended and restated on May 28, 1997 to, among
other things, (i) eliminate the joint self tender offer of Cal Jockey and Bay
Meadows, (ii) entitle Patriot stockholders to receive for each share of Patriot
common stock held at the effective time of the Merger 0.51895 paired shares (the
"Exchange Ratio") of common stock of the surviving companies (subject to certain
real estate investment trust qualification requirements); provided, that if the
average closing price of a share of Patriot common stock over the 20 trading
days immediately preceding the third trading day prior to the special meeting of
stockholders of Patriot to be held on July 1, 1997 (the "Average Trading Price")
is less than $17.125, then each share of Patriot common stock would be converted
into the number of paired shares equal to the Patriot Average Trading Price
divided by $33.00, and (iii) extend from June 30, 1997 to July 14, 1997 the date
on or after which the parties could terminate the Merger Agreement if the
conditions to their respective obligations under the Merger Agreement were not
satisfied or waived.
The Merger Agreement, which has been unanimously approved by the Board of
Directors of each of Patriot, Cal Jockey and Bay Meadows, is subject to a number
of conditions, including the approvals of the stockholders of each of Patriot,
Cal Jockey and Bay Meadows. Patriot, Cal Jockey and Bay Meadows will convene
special meetings of their respective stockholders on July 1, 1997 for the
purpose of approving the Merger Agreement and the transactions contemplated
therein.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired: Not Applicable
(b) Pro Forma Financial Information: Not Applicable
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of February 24, 1997, as
amended and restated as of May 28, 1997, among Patriot American
Hospitality, Inc., Patriot American Hospitality Partnership, L.P.,
California Jockey Club and Bay Meadows Operating Company
(incorporated herein by reference to Annex A to the Joint Proxy
Statement/Prospectus included in Part I of the Registration Statement
on Form S-4 of California Jockey Club and Bay Meadows Operating
Company as filed with the Securities and Exchange Commission on May
30, 1997) (File Nos. 333-28085 and 333-28085-01).*
* The Company will supply the Securities and Exchange Commission upon request
with copies of any exhibit or schedule to Exhibit 2.1 which is not included
herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June 6, 1997 PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ Rex E. Stewart
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Name: Rex E. Stewart
Title: Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
Exhibit Page
2.1 Agreement and Plan of Merger, dated as of February
24, 1997, as amended and restated as of May 28, 1997,
among Patriot American Hospitality, Inc., Patriot
American Hospitality Partnership, L.P., California Jockey
Club and Bay Meadows Operating Company (incorporated
herein by reference to Annex A to the Joint Proxy
Statement/Prospectus included in Part I of the
Registration Statement on Form S-4 of California Jockey
Club and Bay Meadows Operating Company as filed with the
Securities and Exchange Commission on May 30, 1997) (File
Nos. 333-28085 and 333-28085-01).*
* The Company will supply the Securities and Exchange Commission upon request
with copies of any exhibit or schedule to Exhibit 2.1 which is not included
herein.
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