-----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, KnrX8zRy+ov6/eXCsT37Xg12SlDDDE2oKZ4jSDx0j7DASxE2Nd27VzJoBmGHjVc+ zS5C5bBTa64ubwf4mFgTMA== 0000950008-96-000276.txt : 19960928 0000950008-96-000276.hdr.sgml : 19960928 ACCESSION NUMBER: 0000950008-96-000276 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960820 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: 96618194 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 PRESS RELEASE DATED AUGUST 20, 1996 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 Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [] 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, if other than the Registrant) 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) or Item 22(a)(2) of Schedule 14A. [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 (set forth the amount on which the filing fee is calculated and state how it was determined): ---------------------------------------------------------------------- (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: ----------------------------------------- FROM: CALIFORNIA JOCKEY CLUB FOR RELEASE: IMMEDIATELY SHAREHOLDERS COMMITTEE CONTACT: DAVID GJERDRUM CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE (415) 813-0912 TERRY KEE PILLSBURY MADISON & SUTRO LLP (415) 983-1724 CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE OBJECTS TO CORPORATE RESTRUCTURING AGREEMENT San Francisco, August 20, 1996. . . .The California Jockey Club Shareholders Committee formally objected today to the California Jockey Club's (AMEX: CJ) recently announced agreement with Hudson Bay Partners, L.P. to effect a major corporate restructuring. Ron Volkman, a member of the Committee and one of the Committee's nominees for election to the Board of Directors, commented as follows: "There is nothing good about this deal for CJC shareholders. CJC shareholders would be "locked in" to a minority position without obtaining a true premium for surrendering control of the company. There is no guarantee that the massive cash infusion will be used wisely, rather than for even more improvident real estate speculation to the detriment of our historic franchise of live racing. "The only persons benefiting from the arrangement are Hudson Bay and the CJC management team, which would be rewarded with yet more options on CJC stock. It is ludicrous, given their sorry track record, to provide them additional incentive to mismanage the company's affairs. "The announcement of the deal, on the eve of the holdover directors being forced from office, illustrates their monumental arrogance and contempt for shareholder rights. Fortunately, this deal is beyond the holdover Board's power to complete. CJC shareholders and the BMOC Board can and should reject it. --MORE-- CALIFORNIA JOCKEY CLUB SHAREHOLDERS COMMITTEE PAGE 2 "To add insult to injury, the holdover directors have agreed to pay Hudson Bay a $2.9 million breakup fee if a better deal is presented to Cal Jockey before the transaction is consummated. We do not believe Cal Jockey can be made to pay such a breakup fee. The holdover directors have rushed into this terrible agreement in a desperate attempt to remain in office. Hudson Bay should not and cannot be rewarded for encouraging the holdover directors to violate their clear duties to CJC shareholders. "We intend to put both Hudson Bay and the holdover directors on notice of our position with regard to this agreement and its breakup fee. If elected, we will take any and all appropriate action to investigate and remedy this and other wrongful acts committed by the holdover directors." The Shareholders Committee was formed back in May when a group of shareholders who had tired of the current Board's activities joined together and decided to present a slate of five candidates for election to the company's Board of Directors at the upcoming 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 has successfully sued to require the Board to hold the annual meeting on August 30. Information released by CJC indicates that the Hudson Bay agreement involves a $300 million investment by Hudson Bay into two new limited partnerships in exchange for 15 million of the new limited partnership units, which are then convertible into 72% of the CJC/Bay Meadows Operating Company paired stock at $20 a share. CJC and BMOC are also required to contribute all of their assets to the new limited partnerships in exchange for partnership units on a share-for-unit basis. As a part of the deal, CJC has additionally agreed to pay a $2.9 million termination fee to Hudson Bay if it accepts a higher, unsolicited offer and terminates the agreement with Hudson Bay. # # # -----END PRIVACY-ENHANCED MESSAGE-----