UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
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): January 9,
2006
(Exact
name of registrant as specified in its charter)
|
Kentucky
|
0-1469
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61-0156015
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|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
700
Central Avenue, Louisville, Kentucky 40208
(Address
of principal executive offices)
(Zip
Code)
(502)
636-4400
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
|
[
]
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
|
[
]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
[
]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
[
]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Page
1
CHURCHILL
DOWNS INCORPORATED
INDEX
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Item
7.01
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Regulation
FD Disclosure
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|
On
January 9, 2006, Churchill Downs Incorporated issued a press release
announcing that it entered into a memorandum of understanding with
Magna
Entertainment Corp. and Racing UK for media rights and to develop
a
subscription television channel to broadcast races into the United
Kingdom
and Ireland. A copy of the press release is attached as Exhibit 99.1
to
this Current Report on Form 8-K.
|
|
|
Item
9.01
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Financial
Statements and Exhibits
|
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99.1
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(c) Exhibits
Press
release issued by Churchill Downs Incorporated, dated January 9,
2006.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CHURCHILL
DOWNS INCORPORATED
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|
|
January
10, 2006
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/s/ Michael E. Miller |
|
Michael
E. Miller
Executive
Vice President and Chief Financial
Officer
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Page
2
FOR
IMMEDIATE RELEASE Contact:
Julie Koenig
Loignon
Churchill
Downs Incorporated
(502)
636-4502 (office)
(502)
262-5461 (mobile)
juliek@kyderby.com
CHURCHILL
DOWNS INCORPORATED, MAGNA ENTERTAINMENT CORP. AND
RACING
UK PLANNING NEW TELEVISION SERVICE
LOUISVILLE,
Ky. (Jan. 9, 2006)
-
Churchill Downs Incorporated (“CDI” or “Company”) (NASDAQ: CHDN), Magna
Entertainment Corp. (“MEC”) (NASDAQ: MECA, TSX: MEC.SV.A) and Racing UK, a media
rights company and subscription television channel owned by 31 leading British
racecourses, today announced that the three organizations have entered into
a
memorandum of understanding for media rights and to develop a subscription
television channel to broadcast races from CDI and MEC racetracks, as well
as
other North American and international racetracks, into the United Kingdom
and
Ireland.
The
new
international television channel would be branded “Racing World” and would bring
the best North American and international racing to British and Irish viewers.
The subscription channel could launch as early as the summer of
2006.
“We
look
forward to working with Magna Entertainment Corp. and Racing UK on this new
business opportunity,” said Thomas H. Meeker, CDI’s president and chief
executive officer. “CDI and MEC racetracks are host to North America’s premier
horse racing events, including the first two legs of the Triple Crown, while
Racing UK represents the United Kingdom’s premier racecourses. Joining our
strong brands to reach out to international customers is a logical step as
we
continue to identify new markets for our high-quality racing products.”
“Our
three companies account for 384 graded/group stakes races,” added Thomas
Hodgson, president and chief executive officer of MEC. “This memorandum of
understanding captures our vision to provide the highest quality racing to
British and Irish customers in a manner befitting such outstanding races as
the
Kentucky Derby, Preakness Stakes, Arlington Million and Santa Anita Handicap.
As
this process advances, we also look forward to adding content from other U.S.
and international tracks to what we hope will be the premier distribution
vehicle for international racing content into British and Irish
homes.”
Racing
UK
Executive Chairman Simon Bazalgette said, “We are delighted to be working
closely together with MEC, home of the Preakness Stakes, and CDI, whose flagship
racetrack hosts the Kentucky Derby. MEC and CDI conduct the top Thoroughbred
racing in North America, and therefore, have a shared vision with the Racing
UK
racecourses to develop quality horse racing around the world.”
CDI,
MEC
and Racing UK would take equal ownership positions in Racing World with CDI
and
MEC contributing their respective in-home video and wagering rights in the
United Kingdom and Ireland in exchange for a fee. Neither CDI nor MEC expect
the
joint venture, if consummated, to have a significant impact on their companies’
respective earnings or cash flow in 2006.
Officials
from CDI, MEC and Racing UK said there are no assurances that the non-binding
memorandum of understanding will lead to a definitive agreement or that any
agreement between the three parties will be consummated.
Churchill
Downs Incorporated, (“CDI”) headquartered
in Louisville, Ky., owns and operates world-renowned horse racing venues
throughout the United States. CDI’s six racetracks in Florida, Illinois,
Indiana, Kentucky and Louisiana host many of North America’s most prestigious
races, including the Kentucky Derby and Kentucky Oaks, Arlington Million and
Louisiana Derby. CDI racetracks have hosted six Breeders’ Cup World Thoroughbred
Championships. CDI also owns off-track betting facilities and has interests
in
various television production, telecommunications and racing services companies
that support CDI’s network of simulcasting and racing operations. CDI trades on
the NASDAQ National Market under the symbol CHDN and can be found on the
Internet at www.churchilldownsincorporated.com.
Magna
Entertainment Corp. (“MEC”) is North America's largest owner and operator of
horse racetracks, based on revenue. It develops, owns and operates horse
racetracks and related pari-mutuel wagering operations, including off-track
betting facilities. Additionally, MEC owns and operates XpressBetÒ,
a
national Internet and telephone account wagering system, and Horse Racing
TVÒ,
a
24-hour horse racing television network, as well as RaceONTVÔ
and
MagnaBetÔ
internationally.
-MORE-
Racing
UK
is a media rights management company wholly owned by 31 British racecourses
(including 11 of the “Super 12”), set up in May 2004. It has launched a
successful subscription TV channel for the United Kingdom and Ireland, which
covers all the live racing at its licensor racecourses. By the end of 2005,
the
channel had signed up almost double the number of paying subscribers originally
planned. Racing UK has also formed an international TV venture called “Racing
International” to distribute live British racing pictures around the world, and
has launched a broadband video and wagering service for the UK, www.theBettingSite.co.uk,
in
partnership with the Racing Post, Britain’s national daily racing
newspaper.
Information
set forth in this news release contains various "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933 and Section
21E
of the Securities Exchange Act of 1934. The Private Securities Litigation Reform
Act of 1995 provides certain "safe harbor" provisions for forward-looking
statements. The reader is cautioned that such forward-looking statements are
based on information available at the time and/or management’s good faith belief
with respect to future events, and are subject to risks and uncertainties that
could cause actual performance or results to differ materially from those
expressed in the statements. Forward-looking statements speak only as of the
date the statement was made. We assume no obligation to update forward-looking
information to reflect actual results, changes in assumptions or changes in
other factors affecting forward-looking information. Forward-looking statements
are typically identified by the use of terms such as "anticipate," "believe,"
"could," "estimate," "expect," "intend," "may," "might," "plan," "predict,"
"project," "should," "will," 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 expectations include:
the effect of global economic conditions; the effect (including possible
increases in the cost of doing business) resulting from future war and terrorist
activities or political uncertainties; the economic environment; the impact
of
increasing insurance costs; the impact of interest rate fluctuations; the effect
of any change in our accounting policies or practices; the financial performance
of our racing operations; 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; the impact of live
racing day competition with other racetracks in the jurisdictions in which
we
operate; costs associated with our efforts in support of alternative gaming
initiatives; cost associated with Customer Relationship Management or other
marketing initiatives; a substantial change in law or regulations affecting
pari-mutuel and gaming activities; a substantial change in allocation of live
racing days; 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; our ability to
execute our acquisition strategy and to complete or successfully operate planned
expansion projects; our ability to successfully complete any divestiture
transaction; our ability to adequately integrate acquired businesses; market
reaction to our expansion projects; any business disruption associated with
our
facility renovations; the loss of our totalisator companies or their inability
to provide us assurance of the reliability of their internal control processes
through Statement on Auditing Standards No. 70 audits or to keep their
technology current; the need for various alternative gaming approvals in states
where we operate; our accountability for environmental contamination; the loss
of key personnel; the impact of natural disasters, including Hurricanes Katrina,
Rita and Wilma on our operations and the extent of our property and business
interruption insurance coverage for any related losses; any business disruption
associated with a natural disaster and/or its aftermath; and the volatility
of
our stock price.