-----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, J3ued0Ct3Ia+hbtjkKc4YdV/2Ot4jeSr6QFJf5RpH574Uobzs3URhaXAJIaN0VoB JwxRNPot1JSQbyus6kYGNw== 0000897204-96-000079.txt : 19960719 0000897204-96-000079.hdr.sgml : 19960719 ACCESSION NUMBER: 0000897204-96-000079 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960718 SROS: NONE 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-06327 FILM NUMBER: 96596458 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: HUDSON BAY PARTNERS L P CENTRAL INDEX KEY: 0001019154 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 2 WEST 45TH STREET STREET 2: SUITE 908 CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2123716422 MAIL ADDRESS: STREET 1: 2 WEST 45TH STREET STREET 2: SUITE 908 CITY: NEW YORK STATE: NY ZIP: 10036 SC 13D 1 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) _______________________________________________________________________________ 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). Check box if a fee is being paid with the statement. _______________________________________________________________________________ Page 1 of 10 Exhibit Index at Page 9
CUSIP No. 072443203 13D Page 2 of 10 Pages
________________________________________________________________________________________________ 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) (b) ________________________________________________________________________________________________ 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) ________________________________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE ________________________________________________________________________________________________
________________________________________________________________________________________________ 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* ________________________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 275,500 ________________________________________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ________________________________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8% ________________________________________________________________________________________________ 14. TYPE OF REPORTING PERSON PN ________________________________________________________________________________________________ * 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.
CUSIP No. 072443203 13D Page 3 of 10 Pages
________________________________________________________________________________________________ 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) (b) ________________________________________________________________________________________________ 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) ________________________________________________________________________________________________ 6. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES ________________________________________________________________________________________________
________________________________________________________________________________________________ 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* ________________________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 288,300* ________________________________________________________________________________________________ 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ________________________________________________________________________________________________ 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.0% ________________________________________________________________________________________________ 14. TYPE OF REPORTING PERSON IN ________________________________________________________________________________________________ * 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.
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. SCHEDULE I OPEN MARKET PURCHASES BY FILING PERSONS IN LAST 60 DAYS HUDSON BAY PARTNERS, L.P.
DATE OF PRICE PAID PURCHASE NUMBER OF SHARES PER SHARE AGGREGATE PRICE 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
DAVID H. LESSER
DATE OF PRICE PAID PURCHASE NUMBER OF SHARES PER SHARE AGGREGATE PRICE 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
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 EXHIBIT INDEX
SEQUENTIAL EXHIBIT NO. DESCRIPTION PAGE NUMBER 7.1 Agreement of Joint Filing between Hudson Bay 10 Partners, L.P. and David H. Lesser, dated July 18, 1996.
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 -----END PRIVACY-ENHANCED MESSAGE-----