-----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, IfHbxKep+egdG9R7ZSAkezKYK7nBUf7vsCAUPRwVMz0YBo7ejbmH/DkWeHRRNrRF OtldlI+HUESpbpLW1AqkPw== 0000950149-97-001276.txt : 19970625 0000950149-97-001276.hdr.sgml : 19970625 ACCESSION NUMBER: 0000950149-97-001276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970620 ITEM INFORMATION: Other events FILED AS OF DATE: 19970624 SROS: AMEX FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09319 FILM NUMBER: 97628522 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BAY MEADOWS OPERATING CO CENTRAL INDEX KEY: 0000715273 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 942878485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09320 FILM NUMBER: 97628523 BUSINESS ADDRESS: STREET 1: 2600 S DELEWARE ST STREET 2: P O BOX 5050 CITY: SAN MATEO STATE: CA ZIP: 94402 BUSINESS PHONE: 4155747223 MAIL ADDRESS: STREET 1: 2600 S DELAWARE ST CITY: SAN MATEO STATE: CA ZIP: 94402 8-K 1 FORM 8-K CURRENT REPORT DATED JUNE 20, 1997 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________ Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 20, 1997 BAY MEADOWS OPERATING CALIFORNIA JOCKEY CLUB COMPANY - ---------------------------- ---------------------------- (Exact name of registrant (Exact name of registrant as specified in its charter) as specified in its charter) Delaware Delaware - ---------------------------- -------------------------- (State of Incorporation) (State of Incorporation) 001-9319 001-9320 - ---------------------------- ------------------------- (Commission File Number) (Commission File Number) 94-0358820 94-2878485 - --------------------------------- ---------------------------- (IRS Employer Identification (IRS Employer Identification Number) Number) 2600 South Delaware Street 2600 South Delaware Street San Mateo, California 94403 San Mateo, California 94403 - ---------------------------- ---------------------------- (Address of principal (Address of principal executive offices) executive offices) (415) 573-4514 (415) 573-7223 - ------------------------------ ---------------------------- (Registrant's telephone (Registrant's telephone number, including area code) number, including area code) (former name or address, (former name or address, if changed since last report) if changed since last report) 2 Item 5. Other Events. On June 20, 1997, California Jockey Club ("Cal Jockey") and Bay Meadows Operating Company ("Bay Meadows") filed a joint registration statement with the Securities and Exchange Commission (the "Commission") that, upon being declared effective by the Commission, would allow the issuance from time to time of shares of common and preferred stock at an aggregate public offering price of, for Cal Jockey and Bay Meadows, up to $500,000,000. The shares of Cal Jockey and Bay Meadows common stock are paired and trade as a single unit on the American Stock Exchange. A copy of the Joint Press Release of Cal Jockey and Bay Meadows dated June 20, 1997 is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) The following exhibit is filed as part of this Report: 99.1 Joint Press Release of California Jockey Club and Bay Meadows Operating Company dated June 20, 1997. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. Dated: June 23, 1997 CALIFORNIA JOCKEY CLUB BAY MEADOWS OPERATING COMPANY By: /s/ Kjell H. Qvale By: /s/ F. Jack Liebau ------------------------------ -------------------------------- Name: Kjell H. Qvale Name: F. Jack Liebau Title: Chairman of the Board Title: President and Chief Executive Officer 4 EXHIBIT INDEX Exhibits - -------- 99.1 Joint Press Release. EX-99.1 2 JOINT PRESS RELEASE. 1 Exhibit 99.1 NEWS RELEASE - ------------------------ SITRICK AND COMPANY INC. Los Angeles/New York Contact: Kjell H. Qvale California Jockey Club (415) 573-4514 F. Jack Liebau Bay Meadows Operating Company (415) 573-7223 FOR IMMEDIATE RELEASE - --------------------- CAL JOCKEY AND BAY MEADOWS FILE $500 MILLION SHELF SAN MATEO, CA - JUNE 20, 1997 - California Jockey Club ("Cal Jockey") and Bay Meadows Operating Company ("Bay Meadows") (AMEX:CJ) officials today announced they have filed a joint shelf registration statement with the Securities and Exchange Commission that, upon being declared effective by the SEC, would allow the issuance from time to time of shares of common and preferred stock at an aggregate public offering price of, for Cal Jockey and Bay Meadows, up to $500 million. The nature and terms of the securities and the amounts issued by each company will be established at the time of their sale. The net proceeds of any offering will be used for general corporate and working capital purposes, including, without limitation, repayment of indebtedness, investment in new properties and maintenance of currently owned properties. Although a registration statement relating to the securities has been filed with the SEC, it is not now effective. The securities may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective. This press release will not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in - more - 2029 Century Park East, Suite 1750 Los Angeles, CA 90067 (810) 788-2850 Fax: (310) 788-2855 2 any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Shares of Cal Jockey and Bay Meadows are paired together and trade on the American Stock Exchange. Cal Jockey is a real estate investment trust that leases substantially all of its property in San Mateo to Bay Meadows, which operates the Bay Meadows Racetrack in San Mateo, California. As previously announced, on July 1, 1997, Cal Jockey and Bay Meadows will each hold a special stockholders meeting for the purpose of approving the proposed merger of Patriot American Hospitality, Inc. with and into Cal Jockey. # # # -----END PRIVACY-ENHANCED MESSAGE-----