UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q/A
(X)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2005
OR
(
) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the transition period from _____
to
_____
Commission
file number 0-1469
(Exact
name of registrant as specified in its charter)
|
Kentucky
|
61-0156015
|
|
(State
or other jurisdiction of incorporation or organization)
|
(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)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
Yes
X
No____
Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule
12b-2 of the Exchange Act). Yes
X
No____
The
number of shares outstanding of registrant's common stock at March 8, 2006
was
13,178,848 shares.
EXPLANATORY
NOTE
This
Amendment on Form 10-Q/A to the Churchill Downs Incorporated Quarterly Report
on
Form 10-Q for the quarterly period ended March 31, 2005 is being filed solely
to
amend Item 5 of Part II to include information that otherwise was required
to be
filed on Form 8-K under the heading “Item 1.01. Entry into a Material Definitive
Agreement.” Current Section 302 certifications of our Principal Executive
Officer and Principal Financial Officer required to be filed in support of
this
Amendment, have been executed as of the date of this Amendment and filed
herewith as Exhibits 31(i)(a) and 31(i)(b).
PART
II. -- OTHER INFORMATION
|
ITEM
5.
|
OTHER
INFORMATION
|
|
On
March 9, 2005, the Compensation Committee (the “Committee”) of the Board
of Directors of Churchill Downs Incorporated (the “Company”) took the
following actions relating to executive compensation.
|
|
|
The
Committee approved performance goals of the Chief Executive Officer
and
the Company’s other “named executive officers” (as defined by Item
402(a)(3) of Regulation S-K) established for participation in the
Amended
and Restated Incentive Compensation Plan (1997) (the “Plan”) for the
calendar year 2005. For each named executive officer other than the
Chief
Executive Officer, the Committee established a target individual
payout
percentage ranging from 40% to 60% of base salary. The Chief Executive
Officer’s target individual payout was established at 100% of base salary.
The awards under the Plan are based on the calculation of three
components: Company performance in the area of earnings before taxes,
unit
performance and individual performance to pre-set individual goals.
The
Board of Directors recommended the goals for the Chief Executive
Officer
to the shareholders of the Company who approved them at the Annual
Meeting
of Shareholders held on June 16, 2005 so that any compensation paid
under
the Plan would qualify as performance-based compensation under Internal
Revenue Code Section 162(m) and allow the Company to take a tax deduction
in the amount of the bonus paid. Pursuant to the Plan, the Committee
retains discretion to exclude certain extraordinary items from the
calculation of the Company’s performance.
|
|
|
The
Committee also approved the payout of cash bonuses for 2004 to the
Company’s named executive officers. The Committee exercised its discretion
to exclude certain extraordinary items from the calculation of the
Company’s performance and approved the following cash bonuses to be paid
to the Company’s named executive officers: Mr. Meeker, $121,633; Mr.
Miller, $54,873; Mr. Sexton, $55,968; Mr. Baedeker, $30,978; and
Mr.
Goodrich, $59,529.
|
|
ITEM
6.
|
EXHIBITS
|
See
exhibit index.
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 thereunto
duly authorized.
|
CHURCHILL
DOWNS INCORPORATED
|
|
|
March
9, 2006
|
/s/ Thomas H. Meeker |
|
Thomas
H. Meeker
President
and Chief Executive Officer
(Principal
Executive Officer)
|
|
|
March
9, 2006
|
/s/ Michael E. Miller |
|
Michael
E. Miller
Executive
Vice President and
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
EXHIBIT
INDEX
|
Numbers
|
Description
|
By
Reference To
|
|
31(i)(a)
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
Report
on Form 10-Q/A for the fiscal quarter ended March 31,
2005
|
|
31(i)(b)
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
Report
on Form 10-Q/A for the fiscal quarter ended March 31,
2005
|
CERTIFICATION
OF CHIEF EXECUTIVE OFFICER
I,
Thomas
H. Meeker, certify that:
| 1. |
I
have reviewed this quarterly report on Form 10-Q/A of Churchill Downs
Incorporated;
|
| 2. |
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
| 3. |
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
| 4. |
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
| a. |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
| b. |
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
| c. |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
| d. |
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
| 5. |
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
| a. |
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
| b. |
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date:
March 9, 2006
|
/s/ Thomas H. Meeker |
|
Thomas
H. Meeker
President
and Chief Executive Officer
|
CERTIFICATION
OF CHIEF FINANCIAL OFFICER
I,
Michael E. Miller, certify that:
| 1. |
I
have reviewed this quarterly report on Form 10-Q/A of Churchill Downs
Incorporated;
|
| 2. |
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
| 3. |
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
| 4. |
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and
have:
|
| a. |
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
| b. |
Designed
such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision,
to
provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting
principles;
|
| c. |
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness
of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
| d. |
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely
to
materially affect, the registrant’s internal control over financial
reporting; and
|
| 5. |
The
registrant’s other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
| a. |
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
| b. |
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date:
March 9, 2006
|
/s/ Michael E. Miller |
|
Michael
E. Miller
Executive
Vice President and Chief Financial
Officer
|