UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Churchill Downs Incorporated
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
171484 10 8
- --------------------------------------------------------------------------------
(CUSIP Number)
Thomas H. Meeker, President Alexander M. Waldrop, Senior Vice President,
Churchill Downs Incorporated Administration, General Counsel and Secretary
700 Central Avenue Churchill Downs Incorporated
Louisville, KY 40208 700 Central Avenue
(502)636-4400 Louisville, KY 40208 (502)636-4400
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 15, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 2 OF 49
1 NAMES OF REPORTING PERSONS
ABC Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 9,065
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
9,065
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,065
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.2%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 3 OF 49
1 NAMES OF REPORTING PERSONS
Bank One Kentucky, NA, as a Co-Trustee u/w A.B. Hancock,
deceased (1972), as Co-Trustee u/w Agnes Clay Pringle and as
Co-Trustee under Trust Agreement Nancy Clay Hancock and as
Co-Trustee under Trust Agreement Waddell Hancock, II
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
108,210 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
108,210 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,210
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.9%
14 TYPE OF REPORTING PERSON
BK
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 4 OF 49
1 NAMES OF REPORTING PERSONS
John W. Barr, III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
2,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 5 OF 49
1 NAMES OF REPORTING PERSONS
Charles W. Bidwill, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 220,340
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,919 See Appendix II
9 SOLE DISPOSITIVE POWER
220,340
10 SHARED DISPOSITIVE POWER
2,919 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
223,259
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
6.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 6 OF 49
1 NAMES OF REPORTING PERSONS
Shauna Bidwill Valenzuela
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,550
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,550
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,550
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than .05%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D Page 7 of 49
1 NAMES OF REPORTING PERSONS
Catesby M. Clay, as an individual and as Co-Trustee under Trust
u/w J.N. Camden, deceased (1942), as a Co-Trustee under Trust
Agreement of J.N. Camden, and as Co-Trustee under Trust
u/w Agnes Clay Pringle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
27,290 See Appendix II
9 SOLE DISPOSITIVE POWER
3,000
10 SHARED DISPOSITIVE POWER
27,290 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,290
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.8%
14 TYPE OF REPORTING PERSON
IN and OO
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 8 OF 49
1 NAMES OF REPORTING PERSONS
Jim Clay, as a Co-Trustee under Trust u/w J.N. Camden, deceased
(1942), and as a Co-Trustee under Trust Agreement of J.N. Camden
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D)
OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
16,340 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
16,340 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,340
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.4%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 171484 10 8
13D Page 9 of 49
1 NAMES OF REPORTING PERSONS
James G. Kenan, III, as an individual, as a Co-Trustee under
Trust u/w J.N. Camden, deceased (1942) and as a Co-Trustee under
Trust Agreement of J.N. Camden
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,447
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
16,340 See Appendix II
9 SOLE DISPOSITIVE POWER
5,447
10 SHARED DISPOSITIVE POWER
16,340 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,787
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.6%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 10 OF 49
1 NAMES OF REPORTING PERSONS
Sarah Kenan Kennedy
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,446
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
5,446
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,446
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D Page 11 of 49
1 NAMES OF REPORTING PERSONS
Clay Kenan Kirk
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,447
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
5,447
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,447
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 12 OF 49
1 NAMES OF REPORTING PERSONS
McColl Pringle, as a Co-Trustee u/w Agnes Clay Pringle, deceased
(1984)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
10,950 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
10,950 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,950
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 171484 10 8
13D Page 13 of 49
1 NAMES OF REPORTING PERSONS
William S. Farish
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 43,280
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
43,280
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
43,280
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D Page 14 of 49
1 NAMES OF REPORTING PERSONS
J. David Grissom
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 10,050
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
10,050
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,050
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D Page 15 of 49
1 NAMES OF REPORTING PERSONS
Nancy Clay Hancock, as Co-Trustee u/w A.B. Hancock, deceased
(1972) and as Co-Trustee under Trust Agreement of Nancy Clay
Hancock
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
97,295 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
97,295 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,295
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 171484 10 8
13D Page 16 of 49
1 NAMES OF REPORTING PERSONS
Seth W. Hancock, as an individual, and as a Co-Trustee under
Trust u/w A.B. Hancock, deceased (1972), as a Co-Trustee under
Trust Agreement of Nancy Clay Hancock and as Co-Trustee under
Trust Agreement of Waddell W. Hancock, II
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 36,500
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
106,325 See Appendix II
9 SOLE DISPOSITIVE POWER
36,500
10 SHARED DISPOSITIVE POWER
106,325 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,825
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.9%
14 TYPE OF REPORTING PERSON
IN and OO
<PAGE>
CUSIP NO. 171484 10 8
13D Page 17 of 49
1 NAMES OF REPORTING PERSONS
Waddell W. Hancock, as Co-Trustee u/w A.B. Hancock, deceased
(1972)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
79,200 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
79,200 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,200
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.2%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 171484 10 8
13D Page 18 of 49
1 NAMES OF REPORTING PERSONS
Waddell W. Hancock, II, as a Co-Trustee under Trust u/w A.B.
Hancock, deceased (1972), and as Co-Trustee under Trust
Agreement of Waddell W. Hancock, II
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
97,295 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
97,295 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
97,295
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
CUSIP NO. 171484 10 8
13D Page 19 of 49
1 NAMES OF REPORTING PERSONS
Louis J. Herrmann, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 40,065
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
40,065
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,065
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D Page 20 of 49
1 NAMES OF REPORTING PERSONS
Frank B. Hower, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,040
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,040
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
less than .05%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D Page 21 of 49
1 NAMES OF REPORTING PERSONS
Stanley F. Hugenberg, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,670
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
3,670
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,670
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 22 OF 49
1 NAMES OF REPORTING PERSONS
Harriet S. Jones
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 10,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
10,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 23 OF 49
1 NAMES OF REPORTING PERSONS
Mina Jones Cox
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 8,570
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
8,570
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,570
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 24 OF 49
1 NAMES OF REPORTING PERSONS
Edna Veeneman Lewis
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,660
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
5,660
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,660
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.2%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D Page 25 of 49
1 NAMES OF REPORTING PERSONS
W. Bruce Lunsford
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 100,030
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
90,030
10 SHARED DISPOSITIVE POWER
10,000 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100,030
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D Page 26 of 49
1 NAMES OF REPORTING PERSONS
W. Bruce Lunsford Foundation, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
10,000 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 171484 10 8
13D Page 27 of 49
1 NAMES OF REPORTING PERSONS
Thomas H. Meeker
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 68,676
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
68,676
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,676
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D Page 28 of 49
1 NAMES OF REPORTING PERSONS
Carl F. Pollard
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 73,040
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
73,040
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,040
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D Page 29 of 49
1 NAMES OF REPORTING PERSONS
Robert Veeneman
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 4,280
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
4,280
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,280
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 30 OF 49
1 NAMES OF REPORTING PERSONS
Wells Family Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 210,530
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
210,530
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
210,530
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.8%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 31 OF 49
1 NAMES OF REPORTING PERSONS
Wells Foundation, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
7 SOLE VOTING POWER
NUMBER OF
SHARES 22,400
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
22,400
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,400
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.6%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
CUSIP NO. 171484 10 8
13D PAGE 32 OF 49
1 NAMES OF REPORTING PERSONS
Mary Louise Whitney
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 128,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
128,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,000
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP NO. 171484 10 8
13D Page 33 of 49
1 NAMES OF REPORTING PERSONS
William T. Young
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 114,660
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
114,660
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,660
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.1%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 34 of 49
THIS AMENDMENT NO. 2 to the Amendment No. 1 to the Schedule 13D, dated
April 28, 1995 (the "Amendment No. 1") and to the Schedule 13D dated April 18,
1995 (the "Schedule 13D"), which were filed with the Securities and Exchange
Commission by certain Reporting Persons and relate to the shares of common
stock, no par value (the "Shares") of Churchill Downs Incorporated (the
"Company"), hereby amends Items 2 and 5 of the Amendment No. 1 and the Schedule
13D. Unless otherwise indicated, all capitalized terms used but not defined
herein shall have the same meaning as set forth in the Schedule 13D, as
heretofore amended.
Item 2. IDENTITY AND BACKGROUND. This Amendment is filed by the
individuals and in the capacities described in Appendix I hereto and by certain
other stockholders described in Appendix I hereto, and constitutes a filing as a
group by such persons (hereinafter collectively referred to as the "Reporting
Persons"). This Amendment is being filed to reflect the expiration of the
Agreement (hereinafter defined) entered into by the Reporting Persons. The
Reporting Persons hold or have an interest in an aggregate of 1,258,665 Shares,
representing, as of the date hereof, approximately 34.4% of the Shares
outstanding. The Reporting Persons entered into the Third Supplemental
Stockholder Agreement effective as of April 18, 1995 (the "Agreement"), which
Agreement expired on April 15, 1997. Subsequent to the date of Amendment No. 1,
the number of shares owned by certain Reporting Persons has changed and two new
Reporting Persons have been added. On January 28, 1997, 11,650 Shares held in
Trust under Agreement with J.N. Camden and 4,690 Shares held in Trust under Will
of J. N. Camden were distributed, pursuant to the terms of trusts to the
respective beneficiaries as follows:
James G. Kenan, III 5,447 Shares
Sarah Kenan Kennedy 5,446 Shares
Clay Kenan Kirk 5,447 Shares
Following the transfer, the Trust under Agreement with J. N. Camden held 11,650
Shares and the Trust under will of J. N. Camden held 4,690 Shares. All of these
Shares remained subject to the Agreement. Appendix II attached hereto has been
revised to state the number of shares currently owned by each Reporting Person.
The names, residence or business addresses and present principal occupation or
employment, and the name, principal business and address of any corporation or
other organization where such employment is conducted, of the Reporting Persons,
and certain other required information, are set forth in Appendix I attached
hereto and incorporated herein by reference. Each of the Reporting Persons who
are individuals is a citizen of the United States of America.
During the past five years, none of the Reporting Persons [I] has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), or [ii] has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
The persons making this filing are doing so because they may have been
deemed to constitute a "group" for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended, by reason of their having executed
the Agreement (as described in Item 6 and as filed as Exhibit 1 to the Schedule
13D). Except as expressly stated herein, each of the Reporting Persons filing
this Statement disclaims beneficial ownership of the Shares beneficially owned
by any other Reporting Person or any other person. The Attorney-in-Fact
appointed by each Reporting Person under the Agreement disclaims beneficial
ownership of the Shares beneficially owned by any of the Reporting Persons.
Information with respect to each of the Reporting Persons is given solely
by such Reporting Person and no Reporting Person has responsibility for the
accuracy or completeness of information supplied by another Reporting Person.
<PAGE>
Item 5. Interest in Securities of the Issuer.
(a) As of April 15, 1997, the Reporting Persons beneficially owned
1,258,665 Shares or approximately 34.4% of the 3,654,263 Shares outstanding as
of such date and shares beneficially owned but not outstanding with respect to
the Reporting Persons. The number of beneficially owned shares includes 55,700
Shares issuable to a Reporting Person under currently exercisable options and
717 Shares issuable to a Reporting Person under the Company's Incentive
Compensation Plan.
(b) Information with respect to the beneficial ownership of Shares by each
of the Reporting Persons is set forth in Appendix II hereto, revised as of April
15, 1997, which is incorporated herein by reference. Each of the Reporting
Persons assumes no responsibility for the accuracy or completeness of Appendix
II except as it relates to the beneficial ownership of the Shares disclosed
therein of such Reporting Person.
(c) Since the filing of Amendment No. 1 on May 31, 1997, the following
transactions have been effected which have not previously been reported on an
amended Schedule 13D:
On January 28, 1997, 11,650 Shares held in Trust under Agreement with
J. N. Camden and 4,690 Shares held in trust under will of J. N. Camden were
distributed, pursuant to the terms of the respective Trusts, to the Trusts'
beneficiaries as follows:
James G. Kenan, III 5,447 Shares
Sarah Kenan Kennedy 5,446 Shares
Clay Kenan Kirk 5,447 Shares
Page 35 of 49
(d) Except as set forth in Item 5(b), no persons other than the Reporting
Persons have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, any Shares beneficially owned
by such Reporting Persons.
(e) Effective as of April 15, 1997, the Agreement expired in accordance
with its terms.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete and
correct.
April 15, 1997 By \s\Thomas H. Meeker
-----------------------------
Thomas H. Meeker,*
Attorney-in-Fact on behalf of
each of the Reporting Persons
listed on Appendices I and II.
* Pursuant to Paragraph 14 of the Third Supplemental Stockholder Agreement,
each Reporting Person has authorized Thomas H. Meeker as Attorney-in-Fact
to sign on behalf of such Reporting Person any document which that
Attorney-in-Fact believes may be required to be filed. Evidence of the
authority to sign on behalf of each of the Reporting Persons has been
retained in the files of the Company.
<PAGE>
Page 36 of 49
APPENDIX I
(as of April 15, 1997)
Identity and Background of Reporting Person. The name, residence
or business address and present principal occupation or employment, and the
name, principal business and address of any corporation or other organization in
which such employment is conducted, of each Reporting Person is set forth below:
<TABLE>
<CAPTION>
Residence Present Principal
Name or Business Address Occupation or Employment
---- ------------------- -------------------------
<S> <C> <C>
John W. Barr III 2000 Brown & Williamson Tower Retired; Former Chairman,
Louisville, KY 40202 National City Bank, Kentucky
(bank holding company)
Charles W. Bidwill, Jr. 3301 South Laramie Avenue Chairman of the Board,
Cicero, Illinois 60804 National Jockey Club
(operator of Sportsman's Park
Race Track)
Catesby W. Clay 200 West Vine Street Chairman, Kentucky River Coal
Suite 8K Corporation (coal land lessor);
Lexington, KY 40507 President, Runnymede Farm, Inc.
(thoroughbred breeding)
William S. Farish Lane's End Farm President, W.S. Farish & Company
100 United Drive, Suite 3A (trust management company);
Versailles, KY 40383 Owner, Lane's End Farm
J. David Grissom 400 West Market Street Chairman, Mayfair Capital
Suite 2510 (private investment firm)
Louisville, KY 40202
Seth W. Hancock c/o Claiborne Farm Partner and Manager, Claiborne Farm;
P. O. Box 150 President, Hancock Farms, Inc.
Paris, KY 40361
Louis J. Herrmann, Jr. 340 Byrne Avenue Owner, Louis Herrmann Auto
Louisville, KY 40217 Consultant Incorporated
(automobile sales)
Frank B. Hower, Jr. 339A Mockingbird Valley Road Retired; Former Chairman,
Louisville, KY 40207 Liberty National Bancorp, Inc.
(bank holding company) and
Liberty National Bank & Trust
Company of Louisville
<PAGE>
Page 37 of 49
Stanley F. Hugenberg, Jr. 1913 Fortside Circle President, Jackantom Sales
Fort Mitchell, KY 41011 Company (manufacturer's
representative)
Harriet S. Jones c/o Hermitage Farm, Inc. Housewife
P. O. Box 40
Goshen, KY 40026
Mina Jones Cox 4600 Tingle Lane Housewife
Louisville, KY 40077
James G. Kenan, III Suite 8-K President and Chief Executive
200 W. Vine Street Chief Executive Officer,
Lexington, KY 40507 Kentucky River Coal Corporation
Sarah Kenan Kennedy 165 Valley Road, N.W. Housewife
Atlanta, Georgia 30305
Clay Kenan Kirk 320 E. 72nd Street Housewife
New York, NY 10021
W. Bruce Lunsford 3300 Providian Center Chairman, President and Chief
Louisville, KY 40202 Executive Officer, Vencor, Inc.
(intensive care hospitals and
nursing homes)
Thomas H. Meeker Churchill Downs President of the Company
Incorporated
700 Central Avenue
Louisville, KY 40208
Carl F. Pollard Hermitage Farm Owner, Hermitage Farm
P. O. Box 40
Goshen, KY 40026
Edna Veeneman Lewis 16 Brownsboro Hill Rd. Housewife
Louisville, KY 40207
Robert Veeneman 4710 Gleason Avenue Self-employed (real estate
Sarasota, FL 34242 leasing)
Mary Louise Whitney 40 Geyser Road Housewife
Saratoga Springs, NY 12866
William T. Young P.O. Box 1110 Chairman of the Board, W.T.
Lexington, KY 40502 Young, Inc. (warehousing,
thoroughbred horses)
Shauna Bidwill Valenzuela 2424 Myrtle Avenue Housewife
Hermosa Beach, CA 90254
</TABLE>
<PAGE>
Page 38 of 49
The following lists the corporations, partnerships and trusts that are
Reporting Persons.
Trustees u/w J.N. Camden deceased 1942 -- Catesby M. Clay, Jim Clay and
James G. Kenan, III
<TABLE>
<CAPTION>
Residence Present Principal
Name or Business Address Occupation or Employment
---- ------------------- -------------------------
<S> <C> <C>
Catesby W. Clay 200 West Vine Street Chairman, Kentucky River Coal
Suite 8K Corporation; President,
Lexington, KY 40507 Runnymede Farm, Inc.
Jim Clay P.O. Box l97 Farmer
Paris, KY 4036l
James G. Kenan, III 200 West Vine Street President and Chief Executive
Suite 8K Officer, Kentucky River Coal
Lexington, KY 40507 Corporation
</TABLE>
Trustees u/Trust Agreement J.N. Camden -- Catesby M. Clay, Jim Clay and
James G. Kenan III. See above for information with respect to name, residence or
business address, and present principal occupation or employment.
Each of Messrs. Clay, Clay and Kenan is a United States citizen and
during the last five years, none of them [i] has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor [ii] been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Trustees u/w A.B. Hancock, deceased 1972 -- Seth W. Hancock, Waddell W.
Hancock, Nancy Clay Hancock, Waddell W. Hancock, II and Bank One, Kentucky, NA
<TABLE>
<CAPTION>
Residence Present Principal
Name or Business Address Occupation or Employment
---- ------------------- -------------------------
<S> <C> <C>
Seth W. Hancock c/o Claiborne Farm Partner and Manager,
P.O. Box 150 Claiborne Farm; President,
Paris, KY 40361 Hancock Farms, Inc.
Waddell W. Hancock P.O. Box 150 Vice-President, Hancock
Paris, KY 40361 Farms, Inc.
<PAGE>
Page 39 of 49
Nancy Clay Hancock P.O. Box 150 Treasurer, Hancock Farms, Inc.
Paris, KY 40361
Waddell W. Hancock, II P.O. Box 150 Director of Marketing and Public
Paris, KY 40361 Relations, Hancock Farms, Inc.
</TABLE>
Bank One, Kentucky, NA
[a] Name: Bank One, Kentucky
[b] Business Address: 416 W. Jefferson Street
Louisville, Kentucky 40202
[c] Principal Business: Bank
[d] State of Organization: Kentucky
<TABLE>
Directors of Bank One, Kentucky, N.A.
<CAPTION>
Residence Present Principal
Name or Business Address Occupation or Employment
---- ------------------- -------------------------
<S> <C> <C>
Malcolm B. Chancey, Jr. 703 Daneshall Drive Retired
Louisville, KY 40206
Stanley S. Dickson 519 Tiffany Lane Retired
Louisville, KY 40207
Charles H. Dishman III 3920 Dutchmans Lane President
Louisville, KY 40207 Tri-City Oldsmobile Company
Wallace H. Dunbar 9213 U.S. 42 (Box 25) Chairman
Prospect, KY 40059 Americo Group
Owsley Brown Frazier P. O. Box 1080 Vice Chairman
Louisville, KY 40201 Brown-Forman Corporation
George E. Gans III 4967 U.S. Highway 42, Suite 200 President & CEO
Louisville, KY 40222 Paul Semonin Company
George N. Gill 308 Rebel Drive Retired
Pewee Valley, KY 40056
William C. Greely P.O. Box 1690 President, Keeneland
Lexington, KY 40592 Association
William R. Hartman 416 W. Jefferson Street Chairman, President and CEO
Louisville, KY 40232 Bank One, Kentucky, N.A.
Frank B. Hower, Jr. 399A Mockingbird Valley Road Retired
Louisville, KY 40207
<PAGE>
Page 40 of 49
Nancy Lampton 3 Riverfront Plaza Chairman of the Board
Louisville, KY 40202 American Life and Accident
Insurance Company of Kentucky
Leonard E. Lyles 2600 West Broadway, 2nd Floor Principal
Louisville, KY 40211 Lyles Enterprises, Inc.
Martin S. Margulis 3012 Rexford Way Retired
Louisville, KY 40205
John M. McDonald, III 1100 Brock-McVey Drive President, CEO & Treasurer
Lexington, KY 40509 Brock-McVey Company
James W. McDowell, Jr. P. O. Box 7807 Owner
Louisville, KY 40257 McDowell & Associates
Joseph J. McGowan, Jr. (Dr.) 2001 Newburg Road President
Louisville, KY 40205 Bellarmine College
John Newton 546 Central Avenue Retired
Lexington, KY 40502
John C. Nichols II 1510 Northwind Road Retired
Louisville, KY 40207
Gouverneur H. Nixon 318 Mockingbird Hill Road Retired
Louisville, KY 40207
Joseph W. Phelps 5015 Dunvegan Road Retired
Louisville, KY 40222
Cyrus S. Radford, Jr. 414 Baxter Avenue President
Louisville, KY 40204 The Radford Company
Max L. Shapira 528 W. Main Street Bourbon Distiller
Louisville, KY 40202 Heaven Hill Distilleries, Inc.
Robert L. Taylor University of Louisville Dean
College of Business & Public University of Louisville
Administration
Louisville, KY 40292
Stephen A. Williams 234 East Gray Street, Suite 225 President & CEO
Louisville, KY 40202 Alliant Health System
</TABLE>
<PAGE>
Page 41 of 49
<TABLE>
Executive Officers of Bank One
(Who are not directors of Bank One)
<CAPTION>
Residence Present Principal
Name or Business Address Occupation or Employment
---- ------------------- -------------------------
<S> <C> <C>
Clinton S. Bacastow 416 W. Jefferson Street Executive Vice President and
Louisville, KY 40232 Credit Products Manager
Bank One, Kentucky, N.A.
Jessica R. Schumacher 416 W. Jefferson Street Secretary and State General Counsel
Louisville, KY 40232 Bank One, Kentucky, N.A.
</TABLE>
Each of Mr. Hancock, Mr. Hancock, Ms. Hancock and Mr. Hancock is a
United States citizen and during the last five years, none of them [i] has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor [ii] been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
ABC Partnership
(a) Name: ABC Partnership
(b) Business Address: c/o Claiborne Farm, P.O. Box 150, Paris, KY 40361
(c) Principal Business: Investments, primarily in equine businesses
(d) State of Organization: Kentucky
<PAGE>
Page 42 of 49
<TABLE>
General Partners of ABC Partnership
<CAPTION>
Residence Present Principal
Name or Business Address Occupation or Employment
---- ------------------- -------------------------
<S> <C> <C>
Seth W. Hancock c/o Claiborne Farm Partner and Manager,
P.O. Box 150 Claiborne Farm; President,
Paris, KY 40361 Hancock Farms, Inc.
Nancy Clay Hancock P.O. Box 150 Treasurer, Hancock Farms, Inc.
Paris, KY 40361
Waddell W. Hancock, II P.O. Box 150 Director of Marketing and
Paris, KY 40361 Public Relations
Hancock Farms, Inc.
</TABLE>
Each of Mr. Hancock, Ms. Hancock and Mr. Hancock is a United
States citizen and during the last five years, none of them [i] has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor [ii] been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Wells Family Partnership
(a) Name: Wells Family Partnership
(b) Business Address: 4350 Brownsboro Road, Louisville, KY 40207
(c) Principal Business: Holder of Shares of Churchill Downs Incorporated
(d) State of Organization: Kentucky
<PAGE>
Page 43 of 49
<TABLE>
General Partners of the Wells Family Partnership
<CAPTION>
Residence Present Principal
Name or Business Address Occupation or Employment
---- ------------------- -------------------------
<S> <C> <C>
Darrell R. Wells 4350 Brownsboro Road General Partner, Security
Louisville, KY 40207 Management Company (investments)
Louis Crawford Wells 4350 Brownsboro Road Restaurant Management
Louisville, KY 40207
Wayne H. Wells 4350 Brownsboro Road Real Estate Executive
Louisville, KY 40207
Y. Peyton Wells, III 4350 Brownsboro Road Restaurant Management
Louisville, KY 40207
Bryant C. Wells 5202 Tomahawk Road Investments
Louisville, KY 40207
</TABLE>
Darrell R. Wells is the Managing Partner of the Wells Family
Partnership. Mr. Wells is a United States citizen and during the last five
years, he has not [i] been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor [ii] been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and, as a result
of such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
Wells Foundation, Inc.
(a) Name: Wells Foundation, Inc.
(b) Business Address: 4350 Brownsboro Road, Louisville, KY 40207
(c) Principal Business: Charitable Foundation
(d) State of Organization:Kentucky
<PAGE>
Page 44 of 49
<TABLE>
Trustees and Executive Officers of the Wells Foundation, Inc.
<CAPTION>
Residence Present Principal
Name or Business Address Occupation or Employment
---- ------------------- -------------------------
<S> <C> <C>
Darrell R. Wells 4350 Brownsboro Road General Partner, Security
Louisville, KY 40207 Management Company
Louis Crawford Wells 4350 Brownsboro Road Restaurant Management
Louisville, KY 40207
</TABLE>
All of the trustees and executive officers of the Wells
Foundation, Inc. are citizens of the United States. During the last five years,
Mr. Darrell R. Wells has not [i] been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor [ii] been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Trustees u/w of Agnes Clay Pringle deceased 1984 -- Catesby M. Clay,
McColl Pringle and Bank One, Kentucky. See above for information with respect to
Bank One, Kentucky.
<TABLE>
<CAPTION>
Residence Present Principal
Name or Business Address Occupation or Employment
---- ------------------- -------------------------
<S> <C> <C>
Catesby W. Clay 200 West Vine Street Chairman, Kentucky River Coal
Suite 8K Corporation; President,
Lexington, KY 40507 Runnymede Farm, Inc.
McColl Pringle 46 Legare Street Retired
Charleston, S.C. 29401
</TABLE>
Each of Messrs. Clay and Pringle is a United States citizen and
during the last five years, neither of them [i] has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor [ii] been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was
<PAGE>
Page 45 of 49
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Trustees u/Trust Agreement Nancy Clay Hancock -- Bank One, Kentucky,
Seth W. Hancock and Nancy Clay Hancock. See above for information with respect
to Bank One, Kentucky
<TABLE>
<CAPTION>
Residence Present Principal
Name or Business Address Occupation or Employment
---- ------------------- -------------------------
<S> <C> <C>
Seth W. Hancock c/o Claiborne Farm Partner and Manager, Claiborne
P.O. Box 150 Farm; President, Hancock Farms,
Paris, KY 40361 Inc.
Nancy Clay Hancock P.O. Box 150 Treasurer, Hancock Farms, Inc.
Paris, KY 40361
</TABLE>
Each of Mr. Hancock and Ms. Hancock is a United States citizen
and during the last five years, neither of them [i] has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
[ii] been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Trustees u/Trust Agreement Waddell Walker Hancock, II --Bank One,
Kentucky, Seth W. Hancock and Waddell W. Hancock, II. See above for information
with respect to Bank One, Kentucky.
<TABLE>
<CAPTION>
Residence Present Principal
Name or Business Address Occupation or Employment
---- ------------------- -------------------------
<S> <C> <C>
Seth W. Hancock c/o Claiborne Farm Partner and Manager,
P.O. Box 150 Claiborne Farm; President,
Paris, KY 40361 Hancock Farms, Inc.
Waddell W. Hancock, II P.O. Box 150 Director of Marketing and
Paris, KY 40361 Public Relations,
Hancock Farms, Inc.
</TABLE>
<PAGE>
Page 46 of 49
Each of Mr. Hancock and Mr. Hancock is a United States citizen
and during the last five years, neither of them [i] has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
[ii] been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities law or finding
any violation with respect to such laws.
W. Bruce Lunsford Foundation, Inc.
[a] Name: W. Bruce Lunsford Foundation, Inc.
[b] Business Address: 3300 Providian Center, Louisville, KY 40202
[c] Principal Business: Charitable contributions
[d] State of Organization: Kentucky
<TABLE>
<CAPTION>
Residence Present Principal
Name or Business Address Occupation or Employment
---- ------------------- -------------------------
<S> <C> <C>
W. Bruce Lunsford 3300 Providian Center Chairman, President and Chief
Louisville, KY 40202 Executive Officer, Vencor, Inc.
(intensive care hospitals and
nursing homes)
Maria M. Livering 3300 Providian Center Secretary-Treasurer,
Louisville, KY 40202 Vencor, Inc. (intensive care hospitals
and nursing homes)
</TABLE>
All of the directors and executive officers of W. Bruce Lunsford
Foundation, Inc. are citizens of the United States and during the last five
years, none of the directors or executive officers of W. Bruce Lunsford
Foundation, Inc. [i] have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) nor [ii] been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and,
as a result of such proceeding, was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
<PAGE>
Page 47 of 49
<TABLE>
APPENDIX II
NUMBER OF SHARES BENEFICIALLY OWNED
(revised as of April 15, 1997)
<CAPTION>
Sole Shared Sole Shared Aggregate Percent
Voting Voting Dispositive Dispositive Number Of
Name of Beneficial Owner Power Power Power Power Of Shares Class
- ------------------------ ------- ------ ---------- ----------- --------- ------
<S> <C> <C> <C> <C> <C>
ABC Partnership (1) 9,065 -- 9,065 -- 9,065 .2
John W. Barr III 2,000 -- 2,000 -- 2,000 .1
Charles W. Bidwill, Jr. (7) 220,340 2,919 220,340 2,919 223,259 6.1
Shauna Bidwill Valenzuela(7) 1,550 -- 1,550 -- 1,550 *
Catesby W. Clay 3,000 -- 3,000 -- 3,000 .1
Catesby Clay, Jim Clay and -- 4,690 -- 4,690 4,690 .1
James G. Kenan, III,
Co-Trustees u/w J.N. Camden,
deceased 1942(2)
Catesby Clay, Jim Clay and -- 11,650 -- 11,650 11,650 .3
James G. Kenan, III,
Co-Trustees u/agreement
w/J.N. Camden
James G. Kenan, III 5,447 -- 5,447 -- 5,447 .2
Sarah Kenan Kennedy 5,446 -- 5,446 -- 5,446 .2
Clay Kenan Kirk 5,447 -- 5,447 -- 5,447 .2
Catesby Clay, McColl -- 10,950 -- 10,950 10,950 .3
Pringle and Bank
One, Kentucky, NA
Co-Trustees
u/w Agnes Clay Pringle,
deceased 1984
William S. Farish 43,280 -- 43,280 -- 43,280 1.2
J. David Grissom 10,050 -- 10,050 -- 10,050 .3
Bank One, Kentucky, NA, -- 79,200 -- 79,200 79,200 2.1
Seth W. Hancock, Waddell W.
Hancock, Nancy Clay
Hancock and Waddell W.
Hancock, II
Co-Trustee u/w A.B.
Hancock, deceased
9/14/72
Seth W. Hancock, -- 9,030 -- 9,030 9,030 .2
Nancy Clay Hancock and
Bank One, Kentucky, NA
u/agreement Nancy Clay
Hancock
Seth W. Hancock, -- 9,030 -- 9,030 9,030 .2
Waddell W. Hancock, II
and Bank One,
Kentucky, NA
u/agreement Waddell
Walker Hancock, II
Seth W. Hancock 36,500 -- 36,500 -- 36,500 1.0
</TABLE>
<PAGE>
Page 48 of 49
<TABLE>
<CAPTION>
Sole Shared Sole Shared Aggregate Percent
Voting Voting Dispositive Dispositive Number Of
Name of Beneficial Owner Power Power Power Power Of Shares Class
- ------------------------ ------ ------ ----------- ----------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Louis J. Herrmann, Jr. 40,065 -- 40,065 -- 40,065 1.1
Frank B. Hower Jr. 1,040 -- 1,040 -- 1,040 *
Stanley F. Hugenberg, Jr. 3,670 -- 3,670 -- 3,670 .1
Harriet S. Jones 10,000 -- 10,000 -- 10,000 .3
Mina Jones Cox 8,570 -- 8,570 -- 8,570 .2
Edna Veeneman Lewis 5,660 -- 5,660 -- 5,660 .2
W. Bruce Lunsford 100,030 -- 90,030 10,000(8) 100,030 2.7
W. Bruce Lunsford
Foundation, Inc. -- -- -- 10,000(8) --
Thomas H. Meeker(3) 68,676 -- 68,676 -- 68,676 1.9
Carl F. Pollard 73,040 -- 73,040 -- 73,040 1.9
Robert Veeneman 4,280 -- 4,280 -- 4,280 .1
Wells Family 210,530 -- 210,530 -- 210,530 5.8
Partnership(4)
Wells Foundation, Inc. 22,400 -- 22,400 -- 22,400 .6
Mary Louise Whitney(5) 128,000 -- 128,000 -- 128,000 3.5
William T. Young 114,660 -- 114,660 -- 114,660 3.1
TOTAL 1,258,665 34.4(6)
* Less than .05 percent
<FN>
(1) A general partnership formed under Kentucky law in which the partners are Seth A. Hancock, Waddell W. Hancock,
II and Nancy Clay Hancock.
(2) Held of record by CINAG, as nominee.
(3) The total shares of Thomas H. Meeker include 55,700 shares not issued,
but which are issuable upon exercise of certain stock options held by Mr.
Meeker, and 717 shares issuable to Mr. Meeker under the Company's
Incentive Compensation Plan.
(4) A general partnership formed under Kentucky law in which the partners are Darrell R. Wells, Louis Crawford Wells,
Wayne H. Wells, Y. Peyton Wells, III, and Bryant C. Wells.
(5) Held of record by Kingsley & Co., as nominee.
(6) Based on total outstanding shares of 3,654,263 and shares beneficially
owned but not outstanding with respect to a Reporting Person. See Note 3
above.
<PAGE>
Page 49 of 49
(7) The 1,550 Shares held by Shauna Bidwill Valenzuela are included in the aggregate number of Shares held by
Charles W. Bidwill, Jr.
(8) The 10,000 shares held by W. Bruce Lunsford Foundation, Inc. are included in the aggregate number of shares held
by W. Bruce Lunsford.
</FN>
</TABLE>
