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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
Amendment No. 1
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 or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
700 CENTRAL AVENUE, LOUISVILLE, KENTUCKY 40208
(Address of principal executive offices)
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, a Kentucky corporation (the "Company"), declared a dividend
distribution of one right (a "Right") for each outstanding share of the
Company's common stock to stockholders of record at the close of business on
March 30, 1998. See the Company's Form 8-A, dated March 19, 1998 for a complete
description of the rights agreement (the "Rights Agreement") between the Company
and Fifth Third Bank (successor to Bank of Louisville), as Rights Agent.
On June 23, 2000, the Company, three newly-formed and wholly-owned
direct or indirect acquisition subsidiaries of the Company (the "Acquisition
Subsidiaries"), Arlington International Racecourse, Inc., an Illinois
corporation ("Arlington"), Arlington Management Services, Inc., an Illinois
corporation ("Arlington Management"), Turf Club of Illinois, Inc., an Illinois
corporation ("Turf Club"), and Duchossois Industries, Inc., an Illinois
corporation ("Duchossois"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"). Subject to the terms and conditions of the Merger
Agreement, one of the Acquisition Subsidiaries will merge with and into
Arlington; one of the Acquisition Subsidiaries will merge with and into
Arlington Management; and one of the Acquisition Subsidiaries will merge with
and into Turf Club (collectively, the "Mergers"), and each of Arlington,
Arlington Management and Turf Club will become a wholly-owned subsidiary of the
Company. In the Mergers, Duchossois, the parent corporation of Arlington,
Arlington Management and Turf Club, will receive an aggregate of 3,150,000
shares of the Company's common stock, plus up to an additional 1,250,000 shares
of the Company's common stock on the terms and conditions described in the
Merger Agreement. In connection with the Merger Agreement, certain directors of
the Company entered into a Voting Agreement with Duchossois and Richard L.
Duchossois (the "Voting Agreement") under which these directors agreed to vote
certain shares of the Company held by them in favor of the issuance of shares of
the Company under the Mergers.
In connection with the Merger Agreement, the Company has amended the
terms of the Rights Agreement, so that Duchossois will only be considered an
"Acquiring Person" (as defined in the Rights Agreement) when Duchossois, alone
or together with its affiliates and associates, beneficially owns more than 31%
of the Company's common stock then outstanding (after including the Company's
common stock acquired, or subject to acquisition, by Duchossois pursuant to the
Merger Agreement) plus the Company's common stock subject to the Voting
Agreement. The amendment further provides that any shareholder of Duchossois
will only become an "Acquiring Person" when Duchossois and its shareholders,
alone or together with their affiliates and associates, beneficially own more
than 31% of the Company's common stock then outstanding (after including the
Company's common stock acquired, or subject to acquisition, by Duchossois
pursuant to the Merger Agreement) plus the Company's common stock subject to the
Voting Agreement. The amendment provides that the percentage applicable to the
exclusion from the definition of "Acquiring Person" applicable to Duchossois and
its shareholders shall be automatically reduced from time to time, but in no
event to less than 15%, to that percentage of the then outstanding shares of the
Company's common stock beneficially owned by Duchossois and its
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shareholders, alone or together with their affiliates and associates, but only
if such percentage is less than the percentage of the then outstanding shares of
the Company's common stock beneficially owned by Duchossois and its shareholders
as of the effective time of the Mergers.
In addition, the Rights Agreement has been amended, subject to the
provisions described above, so that the execution, delivery, performance and
approval of the Merger Agreement and the consummation of the Mergers will not
cause any "Rights" (as defined in the Rights Agreement) to become exercisable,
cause Duchossois or its shareholders or any affiliates or associates of
Duchossois to become an "Acquiring Person" (as defined in the Rights Agreement,
as amended) or give rise to a "Distribution Date" (as defined in the Rights
Agreement).
This summary description of the amendment to the Rights Agreement does
not purport to be complete and is qualified in its entirety by reference to
Amendment No. 2 to Rights Agreement, incorporated by reference herein.
ITEM 2. Exhibits.
4.1 Amendment No. 2 to Rights Agreement dated as of June 23, 2000,
between Churchill Downs Incorporated and Fifth Third Bank, as Rights Agent.
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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 by the undersigned thereto duly authorized.
CHURCHILL DOWNS INCORPORATED
By: /S/ REBECCA C. REED
Rebecca C. Reed, Senior Vice President
Date: June 30, 2000
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