-----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, RMbvwdxPx/su1rEnXknwFWySXZDPot6ChzCl0SIncsb5yUR5mKIqOjQMVy7IlV5N +ydCcdGN3lJh98aoE4Cr3A== 0000897204-96-000090.txt : 19960812 0000897204-96-000090.hdr.sgml : 19960812 ACCESSION NUMBER: 0000897204-96-000090 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960809 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06327 FILM NUMBER: 96607192 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/A 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/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1){1} CALIFORNIA JOCKEY CLUB BAY MEADOWS OPERATING COMPANY - ----------------------------------------------------------------------------- (Name of issuer) SHARES OF COMMON STOCK, $.01 PAR VALUE SHARES OF COMMON STOCK, $.01 PAR VALUE - ----------------------------------------------------------------------------- (Title of class of securities) 072443 20 3 - ----------------------------------------------------------------------------- (CUSIP number) MR. DAVID H. LESSER HUDSON BAY PARTNERS, L.P. 9 WEST 57TH STREET, SUITE 4310 NEW YORK, NEW YORK 10036 (212) 371-6422 - ----------------------------------------------------------------------------- (Name, address and telephone number of person authorized to receive notices and communications) AUGUST 6, 1996 - ----------------------------------------------------------------------------- (Date of event which requires filing of this statement) 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 the following box . Check the following box if a fee is being paid with the statement . (A fee is not required only if the reporting person (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE. Six copies of this statement, including all exhibits, should be filed with the Commission. SEE Rule 13d-1 (a) for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 9 Pages) [FN] __________________________ {1} The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, SEE the NOTES.) CUSIP No. 072443203 13D Page 2 of 9 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. 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 275,300* UNITS 8. SHARED VOTING POWER BENEFICIALLY 275,300* OWNED BY 9. SOLE DISPOSITIVE POWER EACH 275,300* REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH 275,300* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 275,300 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.7% 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 275,300 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 9 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 7. SOLE VOTING POWER NUMBER OF 12,800 UNITS 8. SHARED VOTING POWER BENEFICIALLY 275,300* OWNED BY 9. SOLE DISPOSITIVE POWER EACH 12,800 REPORTING 10. SHARED DISPOSITIVE POWER PERSON WITH 275,300* 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 288,100* 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% 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 275,300 Shares owned by Hudson Bay; however, Mr. Lesser expressly disclaims beneficial ownership of any Shares not directly owned by him. PAGE 4 OF 9 PAGES AMENDMENT NO. 1 TO SCHEDULE 13D ITEM 1. SECURITY AND ISSUER. This Amendment No. 1 amends and supplements the Statement on Schedule 13D (the "Schedule 13D") originally filed with the Commission on July 18, 1996 by Hudson Bay Partners, L.P, a Delaware limited partnership ("Hudson Bay") and David H. Lesser, with respect to paired shares of common stock, par value $.01 (the "CJC Shares") of California Jockey Club, a Delaware corporation ("CJC"), and shares of common stock, par value $.01 (the "BMOC Shares" and collectively with the CJC Shares, the "Shares"), of Bay Meadows Operating Company, a Delaware corporation (collectively, the "Issuer"). Capitalized terms used but not defined in this Amendment No. 1 have the meanings ascribed to them in the Schedule 13D. ITEM 4. PURPOSE OF THE TRANSACTION. Item 4 of the Schedule 13D is hereby amended by adding the following after the first paragraph of Item 4: On August 6, 1996, Hudson Bay Partners, Inc., the general partner of Hudson Bay ("HBPI"), entered into an exclusivity agreement with CJC (the "Agreement") with respect a potential investment in the Issuer by Hudson Bay and/or its affiliates, the general terms of which have been discussed by Hudson Bay and the Issuer but as to which no agreement has been reached. A copy of the Agreement is attached hereto as Exhibit 7.2. HBPI and CJC have agreed to enter into exclusive good faith negotiations in connection with the negotiation and execution of mutually acceptable definitive documentation regarding any such potential investment by Hudson Bay or its affiliates. Any such potential investment is subject to satisfactory completion of a due diligence review of the Issuer by Hudson Bay and its affiliates. CJC has agreed, subject to applicable fiduciary duties of the Board of Directors of CJC, not (and has agreed not to authorize or permit any representative of CJC) to initiate, solicit, encourage, or participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, assist, participate in or facilitate the making of any proposal or offer for, or which may reasonably be expected to lead to, any recapitalization, acquisition, merger, consolidation or other business combination of CJC other than the transactions contemplated by the Agreement. CJC also has agreed to provide Hudson Bay and its representatives with information regarding the business and operations of CJC, and CJC and HBPI have agreed to keep confidential information learned regarding the other in connection with the potential investment. The terms of the Agreement expire August 30, 1996, or on such later date as CJC and HBPI may agree. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 of the Schedule 13D is hereby amended by deleting such Item 5 in its entirety and replacing said Item 5 with the following: (a)-(b) As of the date of this filing, Hudson Bay is the record and beneficial owner of 275,300 Shares of the Issuer, constituting approximately 4.7% 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 275,300 Shares owned by Hudson Bay; Mr. Lesser 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 275,300 Shares owned by Hudson Bay. HBPI owns no Shares, except indirectly as general partner of Hudson Bay. (c) On August 7, 1996 Hudson Bay sold through open-market sales an aggregate of 200 Shares at $17.375 per Share, for net proceeds of approximately $3,425.00. The 275,500 Shares previously beneficially owned by Hudson Bay less the 200 Shares sold by Hudson Bay on August 7, 1996, represents 275,300 Shares remaining, or approximately 4.7% of all outstanding Shares, held as of August 7, 1996 by Hudson Bay. On June 10, 1996, Hudson Bay acquired through open- market purchases an aggregate of 10,000 Shares at $16.75 per Share, for an aggregate purchase price of $167,800. Other than as described in this Item 5(c), no other purchases or sales of Shares by Hudson Bay were made within the past 60 days. (e) On August 7, 1996 Mr. Lesser ceased to be the beneficial owner of more than five percent of the Shares and therefore ceased to be a reporting person. Hudson Bay has never been the beneficial owner of more than five percent of the Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 of the Schedule 13D is hereby amended by adding to said Item 6 the following: (1) HBPI and CJC entered into the Agreement referred to in Item 4 on August 6, 1996. A copy of the Agreement is attached hereto as Exhibit 7.2. A description of the Agreement is contained in Item 4 of this Schedule 13D, and such description is hereby incorporated by reference as if it were contained in this Item 6 of the Schedule 13D in its entirety. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.2 Agreement dated August 6, 1996 between California Jockey Club and Hudson Bay Partners, Inc. PAGE 6 OF 9 PAGES 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: August 8, 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 EX-7 2 EXHIBIT 7.2 HUDSON BAY PARTNERS, INC. - ------------------------------------------------------------------------------- 9 West 57th Street - Suite 4310 New York, NY 10019 (212) 371-6422 fax: (212) 371-6146 CONFIDENTIAL ------------ August 2, 1996 The Board of Directors of California Jockey Club 2600 South Delaware Street San Mateo, California 94403 The Board of Directors of Bay Meadows Operating Company 2600 South Delaware Street San Mateo, California 94403 Dear Sirs and Madame: I am pleased to confirm the intent of Hudson Bay Partners, Inc. ("Hudson Bay") together with certain affiliates, partners of other co-investors (collectively the "Investor Group") to make an investment (the "Investment") in California Jockey Club and its subsidiaries or affiliates (collectively "CJC") and Bay Meadows Operating Company and its subsidiaries or affiliates (collectively "BMOC"), the general terms of which have been discussed by the parties but as to which no agreement has been reached. Hudson Bay and CJC and BMOC have entered into discussions regarding the general terms of the Investment. The Investment is subject to satisfactory completion of a due diligence review and the negotiation and execution of mutually acceptable definitive documentation ("Definitive Documents"). This letter agreement confirms the mutual understanding of the undersigned parties with respect to the terms under which the parties can proceed towards executing Definitive Documents. 1. Investor Group, CJC and BMOC hereby agree to enter into exclusive good faith negotiations during the term of this letter agreement with an intent of entering into Definitive Documents with respect to the proposed Investment. 2. Neither CJC nor BMOC shall, nor shall they authorize or permit any officer, director, employee, investment banker, financial advisor, attorney, accountant or other agent or representative (each a "Representative") retained by or acting for or on behalf of CJC or BMOC to, directly or indirectly, initiate, solicit, encourage, or, unless each Board of Directors of CJC or BMOC believes, on the basis of advice furnished by independent legal counsel, that the failure to take such actions would constitute a breach of applicable fiduciary duties, participate in any negotiations regarding, furnish any confidential information in connection with, endorse or otherwise cooperate with, assist, participate in or facilitate the making of any proposal or offer for, or which may reasonably be expected to lead to, an Acquisition Transaction (as defined below), by any person, corporation, partnership or other entity or group (a "Potential Acquiror"). As used in this letter agreement, "Acquisition Transaction" means any recapitalization, merger, consolidation, or other business combination involving CJC and/or BMOC, or any acquisition in any manner of all or a substantial portion of the equity of or the issuance of additional equity in CJC and/or BMOC (other than to providers of services in the ordinary course of business), or any interest in all or a substantial portion of the assets of CJC or BMOC, whether for cash, securities or any other consideration or combination thereof other than pursuant to the transactions contemplated by this letter agreement. 3. CJC and BMOC shall, throughout the period from the date hereof to the termination of this letter agreement, (i) provide the Investor Group and their Representatives, with full access, upon reasonable prior notice and during normal business hours, to all officers, employees, agents and accountants of CJC and BMOC and their respective assets, properties, books and records, and (ii) furnish promptly to such persons (x) a copy of each report, statement, schedule and other document filed or received by CJC or BMOC pursuant to the requirements of federal or state securities laws or filed with any other governmental or regulatory authority, and (y) all other information and data concerning the business and operations of CJC and BMOC as Investor Group may reasonably request. 4. Investor Group will hold, and will use its best efforts to cause its Representatives to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable laws of governmental or regulatory authorities (including, without limitation, in connection with obtaining the necessary approvals of this letter agreement or the transactions contemplated hereby by governmental or regulatory authorities), or (ii) disclosed in an action or proceeding by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning CJC and BMOC and the transaction contemplated hereby furnished to it by CJC and BMOC or its Representatives in connection with this letter agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by Investor Group or its Representatives, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder through no fault of Investor Group or its Representatives) or (z) later acquired by Investor Group or its Representatives from another source if Investor Group or such Representative is not aware that such source is under an obligation to CJC and BMOC to keep such documents and information confidential. In the event that this letter agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of CJC and BMOC, Investor Group will, and will cause its Representatives to, promptly redeliver or cause to be redelivered all copies of documents and information furnished by CJC and BMOC or its Representatives to Investor Group and its Representatives in connection with this letter agreement or the transactions contemplated hereby. 5. CJC and BMOC will hold, and will use its best efforts to cause its Representatives to hold in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws of Governmental or Regulatory Authorities (including, without limitation, in connection with obtaining the necessary approvals of this letter agreement or the transactions contemplated hereby by Governmental or Regulatory Authorities), or (ii) disclosed in an action or proceeding by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the Investor Group and the transactions contemplated hereby furnished to it by the Investor Group or its Representatives in connection with this letter agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by CJC or BMOC or its Representatives, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder through no fault of CJC or BMOC or its Representatives) or (z) later acquired by CJC or BMOC or its Representatives from another source if CJC or BMOC or such Representative is not aware that such source is under an obligation to Investor Group to keep such documents and information confidential. In the event that this letter agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of Investor Group, CJC and BMOC will, and will cause its Representatives to, promptly redeliver or cause to be redelivered all copies of documents and information furnished by Investor Group or its Representatives to Investor Group and its Representatives in connection with this letter agreement or the transactions contemplated hereby. 6. The terms of this letter agreement will expire August 30, 1996, or such later date as the parties may agree. 7. This letter agreement cannot be changed or any provision waived orally. Any changes or additional provisions or waivers must be set forth in a rider attached hereto or in a separate written agreement signed by the parties. 8. This letter agreement may be executed in multiple counterparts all of which when taken together shall constitute one letter agreement. The obligations and rights of CJC and BMOC under this letter agreement shall be several and not joint. 9. For purposes of executing this letter agreement, a document signed and transmitted by facsimile machine shall be treated as an original document. The signature of any party thereon shall be considered as an original signature, and the document transmitted shall be considered to have the same binding legal effect as an original signature on an original document. At the request of any party, any facsimile document shall be re-executed by the other parties in original form. No party hereto may raise the use of a facsimile machine as a defense to the enforcement of this letter agreement or any amendment executed in compliance with this paragraph. I believe our discussions to date relating to the Investment contemplated by this letter agreement have been fruitful and look forward to continued progress towards completing this very exciting transaction which should prove very rewarding to CJC and BMOC and their shareholders. Please indicate the agreement of CJC and BMOC with the terms of this letter agreement by executing below by August 6, 1996. Hudson Bay is prepared to commit the necessary resources to completing the Definitive Documents and believes that this can be accomplished within the term of this letter agreement. Very truly yours, HUDSON BAY PARTNERS, INC. By: /s/ David H. Lesser ------------------- President AGREED AND ACCEPTED this 6th day of August, 1996 CALIFORNIA JOCKEY CLUB By: /s/ James M. Harris ------------------- Title: President AGREED AND ACCEPTED this day of August, 1996 BAY MEADOWS OPERATING COMPANY By:___________________________ Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----