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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 10, 1999
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 10, 1999, Churchill Downs Incorporated (the "Company"),
through its wholly owned subsidiary Churchill Downs California Company, acquired
the Hollywood Park Race Track horse racing facility (the "Race Track") and the
Hollywood Park Casino card club casino located in Inglewood, California, from
Hollywood Park, Inc., a Delaware corporation ("Seller"), pursuant to an Asset
Purchase Agreement dated as of May 5, 1999 by and between the Company and
Seller, as amended by Amendment No. 1 dated as of August 31, 1999 by and among
the Company, Churchill Downs California Company and Seller (collectively, the
"Agreement"). Pursuant to the Agreement, the Company acquired substantially all
of the assets of Seller used in its operation of the Race Track which included
land, buildings, improvements and equipment, and the building in which the
Hollywood Park Casino is operated and related fixtures (the "Casino Building")
(the acquired assets associated with the Race Track and the Casino Building are
collectively referred to as the "Assets"). The Assets include approximately 240
acres of land upon which the Race Track and the Casino Building are located. The
Company did not acquire Seller's assets related to its operation of the
Hollywood Park Casino, other than the Casino Building. The Company intends to
continue to operate the Race Track at the same location and under the same name.
The Company will lease the Casino Building to Seller pursuant to a ten-year
lease with one ten-year renewal option. The Seller will pay the Company annual
rent under the lease for the Casino Building of Three Million Dollars
($3,000,000), subject to adjustment during the renewal period.
The Company paid Seller One Hundred Forty Million Dollars
($140,000,000) cash for the Assets, and in addition the Company agreed to assume
and perform certain liabilities of Seller relating to the Assets. The Company
paid the purchase price from 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 Assets and the financial performance of the Race Track.
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.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
A. Financial Statements of Businesses Acquired.
To be filed by amendment on or about November 23, 1999.
B. Pro Forma Financial Information.
To be filed by amendment on or about November 23, 1999.
C. Exhibits
2.1 Asset Purchase Agreement dated as of May 5, 1999 by
and between Churchill Downs Incorporated and
Hollywood Park, Inc., incorporated by
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reference to the Company's Registration Statement on
Form S-3 dated May 21, 1999, File No. 333-79031.
2.2 Amendment No. 1 to Asset Purchase Agreement dated as
of August 31, 1999 by and among Churchill Downs
Incorporated, Churchill Downs California Company and
Hollywood Park, Inc.
10.1 Casino Lease Agreement dated as of September 10, 1999
by and between Churchill Downs California Company and
Hollywood Park, Inc.
99 Press release issued on September 10, 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: September 23, 1999
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EXHIBIT INDEX
Exhibit Number Description of Exhibit Page
2.1 Asset Purchase Agreement dated as of May 5, 1999
by and between Churchill Downs Incorporated and
Hollywood Park, Inc., incorporated by reference to
the Company's Registration Statement on Form S-3
dated May 21, 1999, File No. 333-79031.
2.2 Amendment No. 1 to Asset Purchase Agreement 6
dated as of August 31, 1999 by and among
Churchill Downs Incorporated, Churchill Downs
California Company and Hollywood Park, Inc.
10.1 Casino Lease Agreement dated as of September 10, 10
1999 by and between Churchill Downs California
Company and Hollywood Park, Inc.
99 Press release issued on September 10, 1999 by 47
Churchill Downs Incorporated.