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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
Amendment No. 2
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
CHURCHILL DOWNS INCORPORATED
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(Exact name of registrant as specified in its charter)
Kentucky 61-0156015
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation)
700 Central Avenue, Louisville, Kentucky 40208
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(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, which
was amended and restated as of July 14, 2000 (the "Merger Agreement"). Pursuant
to the terms and conditions of the Merger Agreement, one of the Acquisition
Subsidiaries merged with and into Arlington; one of the Acquisition Subsidiaries
merged with and into Arlington Management; and one of the Acquisition
Subsidiaries merged with and into Turf Club (collectively, the "Mergers"), and
each of Arlington, Arlington Management and Turf Club became a wholly-owned
subsidiary of the Company. In the Mergers, Duchossois, the parent corporation of
Arlington, Arlington Management and Turf Club, received an aggregate of
3,150,000 shares of the Company's common stock, and has the right to receive up
to an additional 1,250,000 shares of the Company's common stock on the terms and
conditions described in the Merger Agreement.
At the time the Company entered into the Merger Agreement, the
Rights Agreement was amended so that the execution, delivery, performance and
approval of the Merger Agreement and the consummation of the Mergers would 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)
or give rise to a "Distribution Date" (as defined in the Rights Agreement),
subject to certain exclusions.
In connection with the closing of the Mergers effective
September 8, 2000, the Company entered into a Stockholder's Agreement with
Duchossois, and, in connection therewith, further amended the terms of the
Rights Agreement. Pursuant to Amendment No. 3 to Rights Agreement, neither
Duchossois, nor any of its shareholders or any affiliate or associate of
Duchossois or its shareholders, nor any other Stockholder (as defined in the
Stockholder's Agreement) will be considered an "Acquiring Person" (as defined in
the Rights Agreement, as amended) when such person's beneficial ownership of the
Company's common stock is subject to, does not violate, and is in compliance
with, the Stockholder's Agreement.
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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. 3 to Rights Agreement, incorporated by reference
herein.
ITEM 2. EXHIBITS.
4.1 Amendment No. 3 to Rights Agreement dated as of September 8,
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: September 13, 2000
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