-----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, CWqiIOvkcpigdGsMAZFiOrtJkxb+F2ARqpL6rLCkJMjWSc8qNL7FRkgurG6wGgYx h0ueEgrhrJhqrTHwGaKJww== 0000890163-96-000056.txt : 19960829 0000890163-96-000056.hdr.sgml : 19960829 ACCESSION NUMBER: 0000890163-96-000056 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960828 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: 96622489 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. GEORGESON & COMPANY INC. - ---------------------------------------------------------------------------- Wall Street Plaza New York, NY 10005 212-440-9800 FAX 212-440-9009 - ---------------------------------------------------------------------------- NEWS RELEASE From: For Release: California Jockey Club Immediately Shareholders Committee Contact: David Gjerdrum California Jockey Club Shareholders Committee (415) 813-0912 Thomas Loran Pillsbury Madison & Sutro LLP (415) 983-1865 CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE CONDEMNS MISREPRESENTATIONS IN RECENT CAL JOCKEY SEC FILING AND DEMANDS IMMEDIATE CORRECTION San Francisco, August 28, 1996....The California Jockey Club Shareholders Committee announced today that it had found serious departures from the truth in a document filed by the holdover board of California Jockey Club (AMEX:CJ) and is demanding immediate correction of the misrepresentations. Cal Jockey's court-mandated Annual Meeting is scheduled for Friday, August 30. Said Ron Volkman, a Committee nominee for election to the Cal Jockey Board, "Our position has always been clear: return control of our company to the shareholders and elect a Board of Directors committed to the best long-term interests of the shareholders." The Committee's nominees aim to preserve and enhance the profitability of live racing at Bay Meadows and to maximize the value of the company's real estate for all shareholders through a comprehensive, carefully coordinated strategic plan. They believe such a strategic plan would involve marketing all of Cal Jockey's San Mateo real estate as a Planned Unit Development ("PUD") and finding the right site for a new racecourse that would qualify for tax deferral treatment as exchange property. Mr. Volkman stated that this did not mean that the Committee advocated selling Cal Jockey's property. Instead, Volkman said, "Most people in real estate understand there is more to marketing a PUD than selling it outright. The holdover Cal Jockey Board has accused us of not understanding sophisticated transactions, but they assume the only way to market a real estate property is to sell it -- haven't these guys ever heard of a lease?" The Shareholders Committee was formed last May by a group of shareholders dissatisfied with the company's performance who nominated a five-member slate for the company's Board of Directors to be elected at the annual meeting scheduled for June 27. When the incumbent Board learned that their Board seats would be challenged, they responded by canceling the meeting. The Committee successfully sued to require the Board to hold the annual meeting on August 30. ### -----END PRIVACY-ENHANCED MESSAGE-----