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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
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(Exact name of registrant as specified in charter)
Kentucky 0-01469 61-0156015
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
700 Central Avenue, Louisville, Kentucky 40208
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(Address of principal executive offices)
(502) 636-4400
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(Registrant's telephone number, including area code)
Not Applicable
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(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
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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