Duchossois Group, Inc., et al. – ‘SC 13D’ on 6/30/00 re: Churchill Downs Inc – EX-4

On:  Friday, 6/30/00, at 9:37pm ET   ·   As of:  7/3/00   ·   Accession #:  950131-0-4193   ·   File #:  5-30865

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership             15     58K 
 2: EX-1        Joint Filing Agreement                                 1      6K 
 3: EX-3        Voting Agreement                                      14     40K 
 4: EX-4        Form of Limited Irrevocable Proxy                      2      8K 

EX-4   —   Form of Limited Irrevocable Proxy

EX-4
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                                                                       EXHIBIT 4

LIMITED IRREVOCABLE PROXY 

  The undersigned shareholder of Churchill Downs Incorporated, a
Kentucky corporation (the "Company"), hereby irrevocably appoints Richard L.    
Duchossois the attorney and proxy of the undersigned, with full power of        
substitution and resubstitition, to vote the undersigned's Shares (as defined in
the Merger Agreement), and any and all other shares of capital stock of the     
Company acquired by the undersigned which the undersigned is otherwise entitled 
to vote on or after the date hereof, but only with respect to (i) approval of   
the consummation of the transactions contemplated by the Agreement and Plan of  
Merger, dated as of June ___, 2000 (the "Merger Agreement"), among the Company, 
Duchossois Industries, Inc. ("D Corp.") and certain of their wholly-owned       
subsidiaries, including, without limitation, in favor of the issuance of        
additional shares of common stock of the Company pursuant to the Merger         
Agreement and any other matters or proposals required by the Rules and          
Regulations of the National Association of Securities Dealers, Inc. to be       
submitted to a vote of the shareholders of the Company in order to consummate   
the transactions contemplated by the Merger Agreement and (ii) against any      
action or agreement that would result in a breach in any material respect of any
covenant, representation, warranty or other obligation of the Company under the 
Merger Agreement or which is reasonably likely to result in any conditions to   
the Company's obligations under the Merger Agreement not being fulfilled (the   
"Identified Matters"). It is expressly understood that nothing contained in this
Proxy shall prohibit or restrain any such Shareholder from complying which his  
or her fiduciary obligations as a director or officer of the Company, on the    
advice of outside counsel. Upon the execution hereof, all prior proxies given by
the undersigned with respect to the Shares, any securities of the Company to be 
acquired by the undersigned (to the extent that the undersigned has sole voting 
power with respect to such securities) and any and all other shares or          
securities issued or issuable in respect thereof on or after the date hereof are
hereby revoked, but only to the extent that they relate to the Identified       
Matters, and no subsequent proxies will be given with respect to the Identified 
Matters. This proxy is irrevocable and coupled with an interest and is granted  
in connection with that certain Voting Agreement, dated as of the date hereof   
(the "Voting Agreement"), executed by certain shareholders of the Company and D 
Corp , and is granted in consideration of D Corp. entering into the Merger      
Agreement. The attorney and proxy named above will be empowered at any time     
prior to the termination of the Voting Agreement to exercise all voting and     
other rights of the undersigned with respect to the Shares (including, without  
limitation, the power to                                                        

EX-4
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execute and deliver written consents with respect to the Shares), but only with 
respect to the Identified Matters, at every meeting of the shareholders of the  
Company (and every adjournment or postponement thereof) or by written consent in
lieu of such a meeting, or otherwise. This limited irrevocable proxy will       
terminate as of the termination of the Voting Agreement.                        

 Any obligations of the undersigned pursuant to this Limited Irrevocable
Proxy shall be binding upon the successors and assigns of the undersigned.      

Dated as of: _________, 2000                                                    

    ________________________________
Name:                       

SHARES WHICH SHAREHOLDER                                                        
HAS SOLE POWER TO VOTE                                                          
AND SUBJECT TO IRREVOCABLE                                                      
PROXY:                                                                          

______________ shares of the common stock,                                      
no par value, of Churchill Downs                                                
Incorporated.