SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 27, 2000
CHURCHILL DOWNS INCORPORATED
(Exact name of registrant as specified in its charter)
Kentucky 000-01469 61-0156015
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
700 Central Avenue, Louisville, KY 40208
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area co(502) 636-4400
Not Applicable
(Former name or former address, if changed since last report.)
Item 5. Other Events.
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In connection with the negotiations concerning the proposed mergers
between A. Acquisition Corp., an Illinois corporation, A. Management
Acquisition Corp., an Illinois corporation, T. Club Acquisition Corp., an
Illinois corporation, (each of A. Acquisition Corp., A. Management
Acquisition Corp. and T. Club Acquisition Corp. being a wholly-owned
subsidiary of Churchill Downs Incorporated (the "Company")) and Arlington
International Racecourse, Inc., an Illinois corporation ("Arlington"),
Arlington Management Services, Inc., an Illinois corporation and Turf Club
of Illinois, Inc., an Illinois corporation (each of Arlington, Arlington
Management Services, Inc. and Turf Club of Illinois, Inc. being a
wholly-owned subsidiary of Duchossois Industries, Inc., an Illinois
corporation ("Duchossois Industries")), the Company, Arlington and
Duchossois Industries entered into a Confidentiality Agreement, dated as of
September 15, 1999 (the "Confidentiality Agreement"). Subsequent to its
execution, the 45 day periods referred to in the Confidentiality Agreement
were extended on several occassions. The final extension expired on June
23, 2000.
A copy of the Confidentiality Agreement is being filed herewith as
Exhibit 10(s).
The foregoing description is qualified in its entirety by reference
to the full text of such exhibit.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
10(s) Confidentiality Agreement, dated as of September 15, 1999, among
Churchill Downs Incorporated, Duchossois Industries, Inc., and
Arlington International Racecourse, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: July 27, 2000 CHURCHILL DOWNS INCORPORATED
By: /s/ Thomas H. Meeker
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Name: Thomas H. Meeker
Title: President and Chief Executive Officer
