SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
CHURCHILL DOWNS INCORPORATED
(Exact name of registrant as specified in its charter)
KENTUCKY 61-0156015
(State of Incorporation or organization) (IRS Employer
Identification No)
700 CENTRAL AVENUE LOUISVILLE, KENTUCKY 40208
(Address of principal executive offices) (Zip Code)
Securities to be registered
pursuant to Section 12(b) of the Act:
Title of Each Class Name of each exchange on which
to be so registered each class is to be registered
None
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
[ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form
relates: ___________________ (if applicable)
Securities to be registered
pursuant to Section 12(g) of the Act:
SERIES 1998 PREFERRED STOCK PURCHASE RIGHTS
(Title of Class)
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ITEM 1. Description of Registrant's Securities to be Registered
On March 19, 1998, the Board of Directors of Churchill Downs
Incorporated (the "Company") declared a dividend distribution of one right
(a "Right") for each outstanding share of common stock, no par value per
share (the "Common Stock") of the Company, to shareholders of record at the
close of business on March 30, 1998 (the "Record Date"). The description
and terms of the Rights are set forth in a Rights Agreement dated as of
March 19, 1998 (the "Rights Agreement") between the Company and Bank of
Louisville, as Rights Agent.
Prior to the Distribution Date (hereinafter defined), the Rights
will be represented by the certificates for shares of Common Stock.
Separate Right certificates will be distributed to shareholders as soon as
practicable after the Distribution Date. The Rights will expire on the
tenth anniversary of the effective date of the Rights Agreement (the
"Expiration Date") unless earlier redeemed or canceled by the Company as
provided below. Initially, the Rights will not be exercisable. The Rights
will become exercisable upon the earlier of (a) the tenth business day (or
such later date as may be determined by the Board) after such time as the
Company learns that a person or group (including any affiliate or associate
of such person or group) has acquired, or obtained the right to acquire,
beneficial ownership of 15% or more of the outstanding Common Stock (such
person or group being called an "Acquiring Person") unless provisions
intended to prevent accidental triggering of the Rights apply, and (b) such
date, if any, as may be designated by the Board of Directors of the Company
following the commencement of, or first public disclosure of an intention
to commence, a tender or exchange offer for outstanding Common Stock which
could result in such person or group becoming the beneficial owner of 15%
or more of the outstanding Common Stock (the earlier of such dates being
called the "Distribution Date"). Each Right shall be exercisable for
1/1,000 of a share of Series 1998 Preferred Stock (the "Preferred Stock")
(as described below) at a purchase price (the "Purchase Price") of $80.00
(after giving effect to the 1 for 1 share dividend declared by the Company
on March 19, 1998), subject to adjustment. Prior to the Distribution Date,
the Rights shall be transferable only with the related shares of Common
Stock and shall automatically be transferred with such shares. After the
Distribution Date, the Rights shall be separately transferable and the
Company will provide Right certificates to all holders of Common Stock.
The terms of the Preferred Stock provide that each 1/1,000 of a
share of Preferred Stock is entitled to participate in dividends and other
distributions, and to vote, on an equivalent basis with one whole share of
the presently constituted Common Stock of the Company. In addition, the
Preferred Stock has certain minimum dividend and liquidation rights. The
amount of Preferred Stock issuable upon exercise of the Rights is subject
to adjustment
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by the Board of Directors of the Company in the event of any change in the
Common Stock or Preferred Stock, whether by reason of share dividends,
share splits, recapitalizations, mergers, consolidations, combinations
or exchanges of securities, split-ups, split-offs, spin-offs, liquidations,
other similar changes in capitalization, any distribution or issuance of
assets, evidences of indebtedness or subscription rights, options or
warrants to holders of Common Stock or Preferred Stock or otherwise.
Subject to provisions of the Rights Agreement, at such time as
there is an Acquiring Person, proper provision shall be made so that the
holder of each Right will thereafter have the right to receive, upon
exercise thereof, for the Purchase Price, that number of thousandths of a
share of Preferred Stock equal to the number of shares of Common Stock
which at the time of such transaction would have a market value of twice
the Purchase Price (the "flip-in"). Any Rights that are or were
beneficially owned by an Acquiring Person on or after the Distribution Date
shall become null and void. In the event the Company is acquired in a
merger or other business combination by an Acquiring Person that is a
publicly traded corporation or 50% or more of the Company's assets or
assets representing 50% or more of the Company's earning power are sold,
leased, exchanged or otherwise transferred (in one or more transactions) to
an Acquiring Person that is a publicly traded corporation, each Right will
entitle its holder to purchase, for the Purchase Price, that number of
common shares of such corporation which at the time of the transaction
would have a market value of twice the Purchase Price (the "flip-over").
In the event the Company is acquired in a merger or other business
combination by an Acquiring Person that is not a publicly traded entity or
50% or more of the Company's assets or assets representing 50% or more of
the earning power of the Company are sold, leased, exchanged or otherwise
transferred (in one or more transactions) to an Acquiring Person that is
not a publicly traded entity, each Right will entitle its holder to
purchase, for the Purchase Price, at such holder's option, (a) that number
of shares of the surviving corporation in the transaction with such entity
(or, at such holder's option, of the surviving corporation in such
acquisition, which could be the Company) which at the time of the
transaction would have an aggregate book value of twice the Purchase Price,
or (b) that number of shares of such entity which at the time of the
transaction would have a book value of twice the Purchase Price, or (c) if
such entity has affiliates which have publicly traded common shares, that
number of common shares of the affiliate with the greatest aggregate market
value on the transaction date, which at the time of the transaction would
have a market value of twice the Purchase Price.
Any Rights that are or were beneficially owned by an Acquiring
Person on or after the Distribution Date shall become null and void. The
"flip-over" provision only applies to a merger or similar business
combination with an Acquiring Person, and it
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does not apply to a merger or business combination with any party which has
not triggered the "flip-in" provision.
The Rights are redeemable by the Board of Directors at a
redemption price of $.01 per Right (the "Redemption Price") any time prior
to the earlier of (a) the tenth business day (or such later date as may be
determined by the Board) after such time as there becomes an Acquiring
Person and (b) the Expiration Date. Immediately upon the action of the
Board electing to redeem the Rights, and without any further action and
without any notice, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption
Price.
After there is an Acquiring Person the Board of Directors may
elect to exchange each Right (other than Rights owned by an Acquiring
Person) for consideration per Right consisting of one-half of the
securities that would be issuable at such time upon the exercise of one
Right pursuant to the terms of the Rights Agreement (or equivalent value in
cash, shares of Common Stock, or other securities).
At any time prior to the Distribution Date, the Company may,
without the approval of any holder of the Rights, supplement or amend any
provision of the Rights Agreement (including the date on which the
Distribution Date shall occur and the definition of an "Acquiring Person"),
except that no supplement or amendment shall be made which reduces the
Redemption Price of the Rights or provides for an earlier date of
expiration of the Rights.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without
limitation, the right to vote or to receive dividends.
The Rights may have certain anti-takeover effects. The Rights
will cause substantial dilution to a person or group that attempts to
acquire the Company on terms not approved by the Board of Directors of the
Company. However, the Rights should not interfere with any merger or other
business combination approved by the Board of Directors since the Rights
may be redeemed by the Company as described above. Accordingly, the Rights
are intended to encourage persons who may seek to acquire control of the
Company to initiate such an acquisition through negotiations with the Board
of Directors. However, the effect of the Rights may be to discourage a
third party from making a partial tender offer or otherwise attempting to
obtain a substantial equity position in the equity securities of, or
seeking to obtain control of, the Company. To the extent any potential
acquirors are deterred by the Rights, the Rights may have the effect of
preserving incumbent management in office.
A copy of the Rights Agreement has been filed with the Securities
and Exchange Commission as an exhibit to the Company's
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Current Report on Form 8-K dated March 19, 1997 and is incorporated herein
by reference. The foregoing summary description of the rights does not
purport to be complete and is qualified in its entirety by reference to
such exhibit.
ITEM 2 EXHIBITS
1. Rights Agreement dated as of March 19, 1998 between Churchill
Downs Incorporated and Bank of Louisville as Rights Agent, which includes as
Exhibit A the Form of Articles of Amendment and as Exhibit B the Form of
Right Certificate, incorporated herein by reference to Exhibit 4.1 of the
Form 8-K of Churchill Downs Incorporated dated March 19, 1998.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf of the undersigned, thereto duly
authorized.
CHURCHILL DOWNS INCORPORATED
By: \S\ THOMAS H. MEEKER
Thomas H. Meeker, President
Date: March 19, 1998
