Churchill Downs Inc · 8-K · For 9/8/00

Filed On 9/21/00 4:35pm ET   ·   SEC File 0-01469   ·   Accession Number 940397-0-41

Current Report   ·   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     11K 
 2: EX-99       Press Release                                          2     10K 

8-K   ·   Current Report
Document Table of Contents

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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): September 8, 2000

CHURCHILL DOWNS INCORPORATED
 ---------------------------------------------------------------------
(Exact name of registrant as specified in charter)

Kentucky                    0-01469                        61-0156015   
---------------            ----------------               --------------------  
(State or other              (Commission                      (IRS Employer     
jurisdiction of              File Number)                  Identification No.)  
incorporation)                                                                  

700 Central Avenue, Louisville, Kentucky 40208
------------------------------------------------
(Address of principal executive offices)

(502) 636-4400
------------------------------------------------------------------------
(Registrant's telephone number, including area code)

Not Applicable
 -------------------------------------------------------------------------------
 (Former name or former address, if changed since last report)

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ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.                                  

         On September 8, 2000, Churchill Downs Incorporated  ("CDI"), a Kentucky
corporation,  entered into a merger  transaction  with  Arlington  International
Racecourse pursuant to an Amended and Restated Agreement and Plan of Merger (the
"Merger  Agreement")  dated June 23, 2000, as amended as of July 14, 2000, among
CDI,  Duchossois   Industries,   Inc.  ("DII"),  an  Illinois  corporation,   A.
Acquisition Corp., an Illinois corporation,  A. Management Acquisition Corp., an
Illinois  corporation,  T. Club Acquisition  Corp., an Illinois  corporation (A.
Acquisition  Corp.,  A.  Management  Acquisition  Corp. and T. Club  Acquisition
Corp.,  each a  direct  or  indirect  wholly  owned  subsidiary  of  CDI,  being
collectively  referred  to as  the  "CDI  Companies"),  Arlington  International
Racecourse, Inc., an Illinois corporation,  Arlington Management Services, Inc.,
an  Illinois  corporation,   and  Turf  Club  of  Illinois,  Inc.,  an  Illinois
corporation  (Arlington  International  Racecourse,  Inc.,  Arlington Management
Services, Inc. and Turf Club of Illinois, Inc. being collectively referred to as
the "Arlington Companies").  The transaction was completed through the merger of
the CDI  Companies  with and into the  Arlington  Companies,  with the Arlington
Companies  being the surviving  corporations  of the mergers (the "Mergers") and
becoming  wholly-owned  subsidiaries  of CDI. Prior to the  consummation  of the
Mergers,  each of the Arlington Companies was a wholly-owned  subsidiary of DII.
The Arlington Companies own and operate Arlington  International  Racecourse,  a
pari-mutuel  thoroughbred  horse  racetrack  in  Illinois,  and  five  off-track
simulcast wagering facilities in Illinois that accept wagers throughout the year
on races at Arlington International Racecourse and on races simulcast from other
locations.  The  assets of these  facilities  consist  of owned or  leased  real
estate,  improvements,   fixtures,  furniture,   equipment  and  other  personal
property. CDI intends to continue to operate Arlington International  Racecourse
and the other assets of the Arlington  Companies at the same locations and under
the same names.                                                                 

         In the Mergers,  DII received an aggregate of 3,150,000 shares of CDI's
common stock, no par value ("CDI Common Stock"), and has the right to receive up
to 1,250,000  additional  shares of CDI Common Stock,  as provided in the Merger
Agreement.  The purchase  price was determined by CDI based upon its analysis of
the financial performance and assets of the Arlington Companies.                

         At the  closing of the Merger  Agreement,  CDI and DII  entered  into a
stockholder's  agreement.  Pursuant to the stockholder's agreement, DII obtained
certain  governance  rights in CDI,  and became  subject  to certain  voting and
transfer  restrictions  on the CDI Common Stock it received in the  Mergers.  In
addition, DII received the right initially to designate three members of the CDI
board of directors,  resulting in an increase  from 12 to 15 members.  Effective
September 8, 2000, Richard L. Duchossis, Craig L. Duchossois and Robert L. Fealy
were appointed to CDI's board of directors.                                     

         A  copy  of  the  press  release   announcing  the  completion  of  the
transaction is attached as Exhibit 99 to this Current Report on Form 8-K.       

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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.                                     

A.       Financial Statements of Businesses Acquired.         

           To be filed by amendment on or about November 22, 2000.

B.       Pro Forma Financial Information.                     

           To be filed by amendment on or about November 22, 2000.

C.       Exhibits                                             

              2.1      Amended and Restated Agreement and Plan of Merger
                           dated as of June 23, 2000,  as amended as of July 14,
                           2000,  by and  among  Churchill  Downs  Incorporated,
                           Duchossois Industries, Inc., A. Acquisition Corp., A.
                           Management  Acquisition  Corp.,  T. Club  Acquisition
                           Corp.,  Arlington  International  Racecourse,   Inc.,
                           Arlington Management Services, Inc., and Turf Club of
                           Illinois,  Inc., incorporated by reference to Annex A
                           of the  Proxy  Statement  for a  Special  Meeting  of
                           Shareholders  of Churchill  Downs  Incorporated  held
September 8, 2000.        

         99       Press release issued on September 8, 2000 by
   Churchill Downs Incorporated.

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SIGNATURES

                  Pursuant to the requirements of the Securities Exchange Act of
1934,  the  registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.                                       

                      CHURCHILL DOWNS INCORPORATED
      (Registrant)

                    By: /S/  REBECCA C. REED
                                        ------------------------------------
                    Rebecca C. Reed,
                         Senior Vice President

Date:  September 21, 2000                                                       

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 EXHIBIT INDEX

Exhibit Number     Description of Exhibit                                 Page  

2.1                Amended and Restated  Agreement  and Plan of Merger          
           dated as of June 23, 2000,  as amended as of July 14,
        2000,  by and among Churchill Downs  Incorporated,
         Duchossois  Industries, Inc., A. Acquisition Corp.,
          A. Management Acquisition Corp., T. Club Acquisition
       Corp., Arlington International Racecourse,  Inc.,
         Arlington Management Services,  Inc., and Turf Club
     of Illinois, Inc., incorporated by reference to
          Annex A of the Proxy Statement for a Special Meeting
     of Shareholders of Churchill Downs Incorporated
held September 8, 2000.                   

99                 Press release issued on September 8, 2000 by                 
                Churchill Downs Incorporated.                            6

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
		6/23/00		2		5			8-K, DEFA14A
		7/14/00		2		5			PRES14A
For The Period Ended		9/8/00		1		5			8-K/A, DEFS14A
Filed On / Filed As Of		9/21/00		4
		11/22/00		3
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