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Exhibit 99
Contact: Karl Schmitt
(502) 636-4594/(502) 551-1395
[email protected]
CHURCHILL DOWNS INCORPORATED COMPLETES MERGER
WITH ARLINGTON INTERNATIONAL RACECOURSE
LOUISVILLE, Ky. (Sept. 8, 2000) -- Churchill Downs Incorporated (Nasdaq: CHDN)
("CDI ") and Duchossois Industries Inc. ("DII "), a privately held company,
today announced that they have completed an agreement that merges three wholly
owned subsidiaries of CDI with Arlington International Racecourse Inc.,
Arlington Management Services Inc. and Turf Club of Illinois Inc. -- all DII
companies that own and operate the Chicago-area racetrack and five off-track
betting and pari-mutuel operations in Illinois. Plans for the merger were
initially announced in June 2000.
Under the terms of the agreement, CDI issued 3.15 million shares of its
common stock to DII and could issue up to an additional 1.25 million shares of
CDI stock through an earn-out provision.
CDI shareholders approved the issuance of up to 4.4 million shares of
stock earlier today at a special meeting. With the closing of the merger
transaction today and the issuance of shares to DII, CDI now has more than 13
million shares outstanding.
Richard L. Duchossois, chairman of DII, will serve as a CDI director
and as a member of the board's executive committee and will continue as chairman
of Arlington's operating board. Additionally, Craig J. Duchossois and Robert L.
Fealy will join CDI's board of directors, which was expanded from 12 to 15
members. Scott Mordell will continue as Arlington's president and chief
executive officer.
"We look forward to working with community leaders and horsemen in
Illinois to strengthen the Thoroughbred industry in that state," said Thomas H.
Meeker, CDI's president and chief executive officer. "Additionally, we heartily
welcome Arlington's staff and management team to the CDI family, and we are very
pleased that Richard Duchossois, Craig Duchossois and Robert Fealy will be
joining our board of directors. Their leadership and expertise will be a
tremendous asset to our Company as we continue to pursue our strategic
initiatives."
"This day is historical for racing," said Richard L. Duchossois,
chairman of DII. "We are combining two great companies into a strong leader
within the Thoroughbred industry. The merger will benefit both CDI and
Arlington, and, more important, it will strengthen our industry.
-MORE-
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Churchill Downs Incorporated Completes Merger With Arlington International
Race Course
Page 2
Sept. 8, 2000
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Churchill Downs and Arlington are premier operations that together can create
opportunities that will fortify racing both in Illinois and North America as
well as benefit the horsemen and fans who participate in our sport."
Churchill Downs Incorporated - headquartered in Louisville, Ky. - is
one of the world's leading horse racing companies. Its flagship operation,
Churchill Downs, is home of the Kentucky Derby and will host the race's 127th
running on May 5, 2001. The Company owns additional racetracks in Kentucky,
California, Florida and Illinois and has interests in a pari-mutuel operation in
Indiana as well as various racing services companies. CDI trades on the Nasdaq
National Market under the symbol CHDN and can be found on the Internet at
www.kentuckyderby.com.
THIS NEWS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS MADE PURSUANT TO
THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. THE READER IS CAUTIONED THAT SUCH FORWARD-LOOKING STATEMENTS INVOLVE RISKS
AND UNCERTAINTIES THAT COULD CAUSE OUR ACTUAL OPERATING RESULTS AND FINANCIAL
CONDITION TO DIFFER MATERIALLY. FORWARD-LOOKING STATEMENTS ARE TYPICALLY
IDENTIFIED BY THE USE OF TERMS SUCH AS "MAY," "WILL," "EXPECT," "ANTICIPATE,"
"ESTIMATE," AND SIMILAR WORDS, ALTHOUGH SOME FORWARD-LOOKING STATEMENTS ARE
EXPRESSED DIFFERENTLY. ALTHOUGH WE BELIEVE THAT THE EXPECTATIONS REFLECTED IN
SUCH FORWARD-LOOKING STATEMENTS ARE REASONABLE, WE CAN GIVE NO ASSURANCE THAT
SUCH EXPECTATIONS WILL PROVE TO BE CORRECT. IMPORTANT FACTORS THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER MATERIALLY FROM OUR EXPECTATIONS INCLUDE: THE FINANCIAL
PERFORMANCE OF ARLINGTON INTERNATIONAL RACECOURSE; LITIGATION SURROUNDING THE
ROSEMONT, ILL., RIVERBOAT CASINO; MARKET REACTION TO OUR MERGER AGREEMENT WITH
ARLINGTON; CHANGES IN ILLINOIS LAW THAT IMPACT REVENUES OF THE RACING OPERATIONS
IN ILLINOIS; THE IMPACT OF GAMING COMPETITION (INCLUDING LOTTERIES AND
RIVERBOAT, CRUISE SHIP AND LAND-BASED CASINOS) AND OTHER SPORTS AND
ENTERTAINMENT OPTIONS IN THOSE MARKETS IN WHICH WE OPERATE; A SUBSTANTIAL CHANGE
IN LAW OR REGULATIONS AFFECTING OUR PARI-MUTUEL ACTIVITIES; A SUBSTANTIAL CHANGE
IN ALLOCATION OF LIVE RACING DAYS; A DECREASE IN RIVERBOAT ADMISSIONS REVENUE
FROM OUR INDIANA OPERATIONS; THE IMPACT OF AN ADDITIONAL RACETRACK NEAR OUR
INDIANA OPERATIONS; OUR CONTINUED ABILITY TO EFFECTIVELY COMPETE FOR THE
COUNTRY'S TOP HORSES AND TRAINERS NECESSARY TO FIELD HIGH-QUALITY HORSE RACING;
OUR CONTINUED ABILITY TO GROW OUR SHARE OF THE INTERSTATE SIMULCAST MARKET; THE
IMPACT OF INTEREST RATE FLUCTUATIONS; OUR ABILITY TO EXECUTE OUR ACQUISITION
STRATEGY AND TO COMPLETE OR SUCCESSFULLY OPERATE PLANNED EXPANSION PROJECTS; OUR
ABILITY TO ADEQUATELY INTEGRATE ACQUIRED BUSINESSES; THE LOSS OF OUR TOTALISATOR
COMPANIES OR THEIR INABILITY TO KEEP THEIR TECHNOLOGY CURRENT; OUR
ACCOUNTABILITY FOR ENVIRONMENTAL CONTAMINATION; THE LOSS OF KEY PERSONNEL AND
THE VOLATILITY OF OUR STOCK PRICE.
