-----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, RY6GflnIZJNXsWsX6gPTi3dMYdf52wMDtOSIxm7JpXd/YGybDazat+Oz7/HHuyp0 EZ666y+2QcnsHB8OjpTKnA== 0000902664-96-000135.txt : 19961203 0000902664-96-000135.hdr.sgml : 19961203 ACCESSION NUMBER: 0000902664-96-000135 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961129 SROS: NASD GROUP MEMBERS: GOTHAM PARTNERS II, L.P. GROUP MEMBERS: GOTHAM PARTNERS LP /NY/ GROUP MEMBERS: GOTHAM PARTNERS, L.P. SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40945 FILM NUMBER: 96674231 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOTHAM PARTNERS LP /NY/ CENTRAL INDEX KEY: 0000899983 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 237 PARK AVENUE 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) Bay Meadows Operating Company (Name of Issuer) Common Stock (Title of class of securities) 072443 20 3 (CUSIP Number) Peter A. Nussbaum, Esq. Schulte Roth & Zabel LLP 900 Third Avenue New York, New York 10022 (212) 756-2000 (Name, address and telephone number of person authorized to receive notices and communications) November 15, 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. * 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 ("Act") 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). SCHEDULE 13D CUSIP No. 072443 20 3 Page 2 of 4 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gotham Partners, L.P. 13-3700768 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x] GROUP* (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ] IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7 SOLE VOTING POWER SHARES 271,809 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 9 SOLE DISPOSITIVE POWER REPORTING 271,809 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 271,809 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.72% 14 TYPE OF REPORTING PERSON* PN Page 3 of 4 This Amendment No. 3 amends and corrects the Statement on Schedule 13D (as heretofore amended, the "Schedule 13D") relating to the Common Stock (the "Shares") of Bay Meadows Operating Company, a Delaware corporation (the "Company"), previously filed by Gotham Partners, L.P., a New York limited partnership ("Gotham"), and Gotham Partners II, L.P., a New York limited partnership ("Gotham II"). Capitalized terms used and not defined in this Amendment have the meanings set forth in the Schedule 13D. Except as specifically provided herein, this Amendment does not modify any of the information previously reported on Schedule 13D. * * * Item 5 is hereby amended by correcting the information provided in Amendment No. 2 as follows: Item 5. Interest in Securities of the Issuer (a) Gotham owns 271,809 Shares as of the close of business on November 18, 1996, representing an aggregate of approximately 4.72% of the outstanding Shares. The percentage in this paragraph is calculated based upon 5,763,257 Shares outstanding as of November 8, 1996, as reported in the Company's Form 10-Q for the quarter ended September 30, 1996. (c) The table below sets forth information with respect to all purchases and sales of Shares by Gotham since the filing of the Schedule 13D amendment dated November 11, 1996 (the prices represent the price for a unit of one Share and one share of the common stock of California Jockey Club, which trades together with each Share). All Shares sold short by Gotham were "sold short against the box" and all long sales were effected in open-market transactions on the NASDAQ. Gotham II had no transactions in the Shares during such period. Transaction Number of Price per Aggregate Sales Date Shares Share Price (Sold) - ---------------- --------------- -------------- -------------- Long Sales 11/12/96 (14,000) $34.18886 $ 478,644 11/13/96 (10,000) $34.93887 $ 339,389 11/14/96 (25,000) $34.03886 $ 850,972 11/15/96 (23,000) $34.43185 $ 791,933 11/18/96 (15,300) $34.935 $ 534,506 Short Sales 11/15/96 (56,809) $34.43185 $ 1,956,039 11/15/96 (60,000) $34.41805 $ 2,065,083 Page 4 of 4 (e) The reporting persons ceased to be the beneficial owner of more than 5.0% of the Shares on November 15, 1996. * * * 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. November 27, 1996 GOTHAM PARTNERS, L.P. By: Section H Partners, L.P. its general partner By: KARENINA CORPORATION, a general partner of Section H Partners, L.P. By: /s/ William A. Ackman William A. Ackman President By: DPB CORPORATION, a general partner of Section H Partners, L.P. By: /s/ David P. Berkowitz David P. Berkowitz President GOTHAM PARTNERS II, L.P. By: Section H Partners, L.P. its general partner By: KARENINA CORPORATION, a general partner of Section H Partners, L.P. By: /s/ William A. Ackman William A. Ackman President By: DPB CORPORATION, a general partner of Section H Partners, L.P. By: /s/ David P. Berkowitz David P. Berkowitz President -----END PRIVACY-ENHANCED MESSAGE-----