-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GKnl3M2ZVtA0dRYLfboh6wxI0GFQ5ORSk7RQzCyfhfuk1n+Ek/0TJ7vu+P2pg4U9 9GtJdsijchvs/gACQVUNpQ== 0000890163-96-000042.txt : 19960814 0000890163-96-000042.hdr.sgml : 19960814 ACCESSION NUMBER: 0000890163-96-000042 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960813 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA JOCKEY CLUB CENTRAL INDEX KEY: 0000016343 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 940358820 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09319 FILM NUMBER: 96610691 BUSINESS ADDRESS: STREET 1: 2600 S DELAWARE ST STREET 2: P O BOX 1117 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 4155734514 MAIL ADDRESS: STREET 1: 2600 S DELAWARE ST CITY: SAN MATEO STATE: CA ZIP: 94402 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE CENTRAL INDEX KEY: 0001014444 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 559 BARRON AVE CITY: PALO ALTO STATE: CA ZIP: 94306 BUSINESS PHONE: 4158424677 MAIL ADDRESS: STREET 1: 559 BARRON AVE CITY: PALO ALTO STATE: CA ZIP: 94306 DFAN14A 1 FIGHT LETTER SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 CALIFORNIA JOCKEY CLUB ................................................................. (Name of Registrant as Specified In Its Charter CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE ................................................................. (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2). [X] $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. 1) Title of each class of securities to which transaction applies: ............................................................. 2) Aggregate number of securities to which transaction applies: ............................................................. 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:(1) 4) Proposed maximum aggregate value of transaction: ............................................................. 5) Total fee paid: [X] Fee paid previously with preliminary materials. [ ] Check box ;if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. (1) Amount previously paid: ............................................................. (2) Form, schedule or registration statement no.: ............................................................. (3) Filing party: ............................................................. (4) Date filed: ............................................................. - ----------- (1) Set forth the amount on which the filing fee is calculated and state how it was determined. CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE August 9, 1996 Dear Fellow Shareholder: Please find enclosed our Committee's proxy materials describing our campaign to elect five new members of the Board of Directors of the California Jockey Club. As we have previously written you, the Committee is extremely concerned about the CURRENT BOARD'S HIGH-HANDED EFFORTS TO DESTROY LIVE RACING AT BAY MEADOWS, the long-time source of prosperity for the Jockey Club and our sister company, Bay Meadows Operating Company. - ------------------------------------------------------------------------------- PLEASE REVIEW THE ENCLOSED MATERIALS CAREFULLY AND SUPPORT OUR EFFORTS TO CONTINUE PROFITABLE, LIVE RACING AT BAY MEADOWS BY SIGNING, DATING AND RETURNING THE ENCLOSED BLUE PROXY CARD IN THE ENVELOPE PROVIDED. - ------------------------------------------------------------------------------- LET THE SHAREHOLDERS DECIDE THE FUTURE OF CAL JOCKEY Without seeking shareholder approval, the current Board is trying to change the Jockey Club into a land speculation company by agreeing to sell almost all of our company's assets -- THE STABLE AREA AND TRAINING TRACK. Without these assets, live racing may no longer be possible. In fact, we believe that one of the buyers has warned Bay Meadows Operating Company against even attempting to make changes in the use and operations of the racecourse to accommodate live racing after the sale. Our Committee believes that the goal of creating long-term value for California Jockey Club/Bay Meadows Operating Company shareholders is through the continuance and growth of live racing at Bay Meadows. We are also committed, however, to the twin beliefs that directors should continuously examine all avenues to increasing shareholder value and that the shareholders should decide the basic direction and purpose of the company. ACCORDINGLY, OUR CANDIDATES ARE PLEDGED TO REVIEW THE PROPOSED SALES AND, IF APPROPRIATE, PRESENT THEM TO THE SHAREHOLDERS FOR THEIR DECISION. CALIFORNIA JOCKEY CLUB/BAY MEADOWS OPERATING COMPANY BELONGS TO THE SHAREHOLDERS, NOT THE DIRECTORS. SEND A MESSAGE TO MANAGEMENT THAT THEIR HIGH-HANDED TACTICS MUST CEASE BY VOTING FOR THE COMITTEE ON THE ENCLOSED BLUE PROXY CARD TODAY You should know that this Annual Meeting is being held only because the Committee sued management and prevailed in the case. On August 5, 1996, judgment was entered in the Committee's favor with the court ordering management to hold an Annual Meeting for election of Directors on August 30, 1996. The regularly scheduled meeting on June 27, 1996 was cancelled shortly after the Committee announced its intention seek the election of its slate of new Directors. MANAGEMENT'S REFUSAL TO HOLD AN ANNUAL MEETING UNTIL ORDERED TO DO SO BY A COURT IS JUST ONE EXAMPLE OF THEIR HIGH-HANDED TACTICS. THEY CONTINUE ON THEIR REAL ESTATE SALES STRATEGY DESPITE SIGNIFICANT OPPOSITION FROM SHAREHOLDERS AND THEIR OWN DIRECTORS. TWO OF THE SIX CURRENT BOARD MEMBERS, MARYLIN K. GUNDERSON AND RICHARD E. PERAZZO, REFUSED TO SEEK RE-ELECTION AS PART OF THE SLATE OF INCUMBENT DIRECTORS BECAUSE OF THEIR OPPOSITION TO THE SALES STRATEGY. Management also chooses to pursue its sales strategy despite the opposition of our sister company, Bay Meadows Operating Company, which, after considerable study and investigation, has concluded that the real estate sales seriously jeopardize live racing at Bay Meadows Racecourse. As you know, California Jockey and Bay Meadows stock trade as a single security. If the SHAREHOLDERS' interests are to be served, the two companies must work together. Pursuit of a strategy by one of the companies which harms the other company can only hurt the shareholders. For that reason, we are very pleased that John Harris, Chairman of Bay Meadows, has joined the Committee and is a candidate for election to the Board. The Annual Meeting is less than three weeks away. To ensure that your votes are counted in time, please sign date and return the enclosed BLUE proxy card in the postage paid envelope provided today. If you have any questions, or require any assistance in voting your shares, please call the company assisting us in communicating with shareholders, Georgeson & Company Inc., toll free at 1-800-223-2064. Very truly yours, CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE Ashton Cloninger David Gjerdrum F. Scott Gross John C. Harris Barton D.Heller Doris Johnson Noble Threewitt Jerrylee Vanderhurst Frank Wipfli Ronald J. Volkman - ------------------------------------------------------------------------------- IMPORTANT If your shares are held in "Street Name" only your bank or broker can vote your shares, and only upon receipt of your specific instructions. Please contact the person responsible for your account and instruct them to execute a BLUE proxy as soon as possible. If you have any questions or need further assistance, please call the company assisting us in communicating with shareholders: GEORGESON & COMPANY INC. Toll Free -- 1-800-223-2064 - ------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----