FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _______________ to_______________
Commission File Number 0-1469
CHURCHILL DOWNS INCORPORATED
(Exact name of Registrant
as specified in its charter)
KENTUCKY 61-0156015
(State of Incorporation) (I.R.S. Employer
Identification No.)
700 CENTRAL AVENUE, LOUISVILLE, KENTUCKY 40208
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: 502/636-4400
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of the Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of March 27, 1995, the estimated aggregate market value of the shares of the
Registrant's Common Stock held by non-affiliates of the Registrant was
approximately $113,000,000.
As of March 27, 1995, 3,783,318 shares of the Registrant's Common Stock were
outstanding.
This Report consists of 58 consecutively numbered pages.
The date of this Report is May 24, 1995.
CONTENTS
PAGE
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K 3
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) 1. Consolidated Financial Statements
PAGES
The following financial statements of Churchill Downs Incorporated for the
year ended December 31, 1994, the eleven months ended December 31, 1993
and the year ended January 31, 1993 are included in Part II, Item 8:
Reports of Independent Accountants 27
Consolidated Balance Sheets 28
Consolidated Statements of Earnings 29
Consolidated Statements of Stockholders' Equity 30
Consolidated Statements of Cash Flows 31
Notes to Consolidated Financial Statements 32-38
Schedule VIII - Valuation and Qualifying Accounts 42
All other schedules are omitted because they are not applicable, not
significant or not required, or because the required information is included in
the financial statement notes thereto.
(b) Reports on Form 8-K:
A report on Form 8-K was filed by the Company on February 10, 1994.
(c) Exhibits
See exhibit index.
(d) All financial statements and schedules except those items listed under
items 14(a)1 above are omitted because they are not applicable, or not
required, or because the required information is included in the financial
statements or notes thereto.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has caused this amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.
CHURCHILL DOWNS INCORPORATED
May 24, 1995 /S/ VICKI L. BAUMGARDNER
------------------------------------------
Vicki L. Baumgardner, Vice President of
Finance and Treasurer (Principal Financial
Officer)
EXHIBIT INDEX
NUMBERS DESCRIPTION BY REFERENCE TO
(3)(a) Restated Articles of Exhibit A to Report on Form 8-K with
Incorporation the Securities and Exchange
Commission on July 11, 1991 (Comm.
File No. 0-1469)
(b) Restated Bylaws as amended Report on Form 10-K for year ended
December 31, 1994 and pages 45 to 55
(Comm. File No. 0-1469)
(10)(a) Churchill Downs Restated Report on form 10-K for the year
Supplemental Benefit Plan ended December 31, 1994 and pages 56
dated March 1, 1995 to 65 (Comm. File No. 0-1469)
(b) Employment Agreement dated Exhibit 19(a) to Report on Form 10-Q
as of October 1, 1984, with for fiscal quarter ended October 31,
Thomas H. Meeker, President 1984 (Comm. File No. 0-1469)
(c) Churchill Downs Incorporated Report on Form 10-K for the year
Amended Incentive ended December 31, 1994 and pages 66
Compensation Plan (1993) to 79 (Comm. File No. 0-1469)
(d) Churchill Downs Incorporated Exhibit 10(h) to Report on form 10-K
1993 Stock Option Plan for the eleven months ended December
31, 1993 (Comm. File No. 0-1469)
(e) Stock Purchase Agreement Exhibit 10(i) to Report on Form 8-K
with Dominick Marotta, Frank filed with the Securities and
Marotta, Louis E. Carlo and Exchange Commission on February 10,
Edward F. Draugelis 1994 (Comm. File No. 0-1469)
(f) Amendment of Employment Report on Form 10-K for the fiscal
Agreement with Thomas H. year ended January 31, 1986; Report
Meeker, President, dated on Form 10-K for the fiscal year
October 1, 1984 ended January 31, 1987, 1988, 1990,
1991, 1992 and 1993 (Comm. File No.
0-1469)
(g) Amendment No. 1 to Churchill Report on Form 10-K for the year
Downs Incorporated 1993 ended December 31, 1994 and pages 80
Stock Option Plan to 81 (Comm. File No. 0-1469)
(h) Promissory Note dated May Exhibit 10(1) to report on Form 10-Q
31, 1994 in the principal for the fiscal quarter ended June
amount of $20,000,000 by 30, 1994 (Comm. File No. 0-1469)
Churchill Downs Incorporated
to PNC Bank, Kentucky, Inc.
(i) Lease Agreement dated Report on Form 10-K for the year
October 17, 1990 between the ended December 31, 1994 and pages 82
City of Anderson Indiana to 98 (Comm. File No. 0-1469)
Park and Recreation Board
and Anderson Park
Incorporated subsequently
assigned to Hoosier Park,
L.P. pursuant to an
Assignment of Lease,
Acceptance of Assignment and
Assumption of Lease and
Consent to Assignment of
Lease dated August 30, 1994
(j) Amendment No. 1 to Report on Form 10-K for the year
Promissory Note dated May ended December 31, 1994 and page 99
31, 1994 (Comm. File No. 0-1469)
(21) Subsidiaries of the Report on Form 10-K for the year ended
registrant December 31, 1994 and page 100 (Comm.
File No. 0-1469)
(23) Consent of Coopers & Report on Form 10-K for the year
Lybrand, Independent ended December 31, 1994 and page 101
Accountants (Comm. File No. 0-1469)
(99) Names and addresses of Report on Form 10-K/A-1 for the year
certain shareholders of the ended December 31, 1994 and page 7
Company who are parties to (Comm. File No. 0-1469)
the Third Supplemental
Stockholder Agreement