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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): April 23, 1999
CHURCHILL DOWNS INCORPORATED
(Exact name of registrant as specified in its 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 April 23, 1999, Churchill Downs Incorporated (the "Company")
acquired Calder Race Course, Inc., a Florida corporation ("Calder") and Tropical
Park, Inc., a Florida corporation ("Tropical") pursuant to (i) a Stock Purchase
Agreement and Joint Escrow Instructions dated as of January 21, 1999 by and
among the Company and KE Acquisition Corp. ("KEAC"), (ii) a First Amendment to
Stock Purchase Agreement dated as of April 19, 1999 by and between the Company,
Churchill Downs Management Company ("CDMC") and KEAC, and (iii) an Agreement and
Plan of Merger and Amendment to Stock Purchase Agreement dated as of April 22,
1999 by and among the Company, CDMC, CR Acquisition Corp., TP Acquisition Corp.,
Calder, Tropical and KEAC. The acquisition of Calder and Tropical (the
"Acquisition") was completed through the merger of CR Acquisition Corp. and TP
Acquisition Corp., wholly owned subsidiaries of CDMC, a Kentucky corporation and
wholly owned subsidiary of the Company, with and into Calder and Tropical,
respectively. Prior to completion of the Acquisition, Calder and Tropical were
wholly owned subsidiaries of KEAC. The primary asset of Calder is Calder Race
Course in Miami, Florida and its license to conduct horse racing at such
facility. The primary asset of Tropical is a lease to operate Calder Race Course
(of which Calder is the lessor) and its license to conduct horse racing at such
facility. The Company intends to continue to operate Calder Race Course and the
horse racing of Calder and Tropical at the same location and under the same
name.
The Company paid KEAC Eighty Six Million Dollars ($86,000,000) cash
plus a closing net working capital adjustment of approximately Two Million
Dollars ($2,000,000) cash for the shares of Calder and Tropical. The Company
paid the purchase price from working capital and a draw on its credit facility
with PNC Bank, National Association. The purchase price was determined by the
Company based on its analysis of the financial performance and assets of Calder
and Tropical.
A copy of the press release announcing the completion of the
Acquisition is attached as Exhibit 99 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
A. Financial Statements of Businesses Acquired.
To be filed by amendment on or about July 7, 1999.
B. Pro Forma Financial Information.
To be filed by amendment on or about July 7, 1999.
C. Exhibits
2.1 Stock Purchase Agreement and Joint Escrow
Instructions dated as of January 21, 1999 by and
among Churchill Downs Incorporated and KE Acquisition
Corp.
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2.2 First Amendment to Stock Purchase Agreement dated as
of April 19, 1999 by and between Churchill Downs
Incorporated, Churchill Downs Management Company and
KE Acquisition Corp.
2.3 Agreement and Plan of Merger and Amendment to Stock
Purchase Agreement dated as of April 22, 1999 by and
among Churchill Downs Incorporated, Churchill Downs
Management Company, CR Acquisition Corp., TP
Acquisition Corp., Calder Race Course, Inc., Tropical
Park, Inc. and KE Acquisition Corp.
99 Press release issued on April 26, 1999 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/ THOMAS H. MEEKER
Thomas H. Meeker, President
Date: April 29, 1999