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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 2)
Churchill Downs Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
171484108
(CUSIP Number)
James E. McKee
GAMCO Investors, Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5294
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
April 20, 2006
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box.
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Funds, LLC
I.D. NO. 13-4044523
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
103,000 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
103,000 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
103,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.78%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GAMCO Asset Management Inc.
I.D. NO. 13-4044521
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
795,166 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
857,166 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
857,166 (Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.50%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MJG Associates, Inc.
I.D. NO. 06-1304269
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Client Funds
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
7,150 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
7,150 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,150 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.05%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Securities, Inc.
I.D. NO. 13-3379374
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Client Funds
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
1,000 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
1,000 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO, IA
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GGCP, Inc.
I.D. NO. 13-3056041
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GAMCO Investors, Inc.
I.D. NO. 13-4007862
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario J. Gabelli
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
00 - Funds of Family Partnership
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE (ITEM 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Item 1. Security and Issuer
This Amendment No. 2 to Schedule 13D on the Common Stock of
Churchill Downs Incorporated (the"Issuer") is being filed on behalf of the
undersigned to amend the Schedule 13D, as amended (the "Schedule 13D"), which
was originally filed on August 1, 2005. Unless otherwise indicated, all
capitalized terms used herein but not defined herein shall have the same
meaning as set forth in the Schedule 13D.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mario
Gabelli") and various entities which he
directly or indirectly controls or for which he acts as chief investment
officer. These entities, except for Lynch Corporation ("Lynch") and Lynch
Interactive Corporation ("Interactive"), engage in various aspects of the
securities business, primarily as investment adviser to various institutional
and individual clients, including registered investment companies and pension
plans, and as general partner of various private investment partnerships.
Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially
more than 5% of a class of a particular issuer. Although several of the
foregoing persons are treated as institutional investors for purposes of
reporting their beneficial ownership on the short-form Schedule 13G, the
holdings of those who do not qualify as institutional investors may exceed
the 1% threshold presented for filing on Schedule 13G or implementation of
their investment philosophy may from time to time require action which could
be viewed as not completely passive. In order to avoid any question as to
whether their beneficial ownership is being reported on the proper form and
in order to provide greater investment flexibility and administrative
uniformity, these persons have decided to file their beneficial ownership
reports on the more detailed Schedule 13D form rather than on the short-form
Schedule 13G and thereby to provide more expansive disclosure than may be
necessary.
(a), (b) and (c) - This statement is being filed by one or more
of the following persons: GGCP, Inc. formerly known as Gabelli Group Capital
Partners, Inc. ("GGCP"), GAMCO Investors, Inc. formerly known as Gabelli
Asset Management Inc. ("GBL"), Gabelli Funds, LLC ("Gabelli Funds"), GAMCO
Asset Management Inc. formerly known as GAMCO Investors, Inc. ("GAMCO"),
Gabelli Advisers, Inc. ("Gabelli Advisers"), Gabelli Securities, Inc.
("GSI"), Gabelli & Company, Inc. ("Gabelli & Company"), MJG Associates, Inc.
("MJG Associates"), Gabelli Foundation, Inc. ("Foundation"), Mario Gabelli,
Lynch, and Interactive. Those of the foregoing persons signing this Schedule
13D are hereafter referred to as the "Reporting Persons".
GGCP makes investments for its own account and is the parent
company of GBL. GBL, a public company listed on the New York Stock Exchange,
is the parent company for a variety of companies engaged in the securities
business, including those named below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser
registered under the Investment Advisers Act of 1940, as amended ("Advisers
Act"). GAMCO is an investment manager providing discretionary managed
account services for employee benefit plans, private investors, endowments,
foundations and others.
GSI, a majority-owned subsidiary of GBL, is an investment adviser
registered under the Advisers Act and serves as a general partner or
investment manager to limited partnerships and offshore investment companies.
As a part of its business, GSI may purchase or sell securities for its own
account. It is the immediate parent of Gabelli & Company. GSI is the
Investment Manager of Gabelli Associates Fund, Gabelli Associates Fund II,
Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli Multimedia
Partners, L.P. GSI and Marc Gabelli own 45% and 55%, respectively, of
Gabelli Securities International Limited ("GSIL"). GSIL provides investment
advisory services to offshore funds and accounts. GSIL is an investment
advisor of Gabelli International Gold Fund Limited, Gabelli European
Partners, Ltd., and Gabelli Global Partners, Ltd.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-
dealer registered under the Securities Exchange Act of 1934, as amended
("1934 Act"), which as a part of its business regularly purchases and sells
securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited
liability company. Gabelli Funds is an investment adviser registered under
the Advisers Act which presently provides discretionary managed account
services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The
Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund,
Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The
Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global
Telecommunications Fund, Gabelli Gold Fund, Inc., The Gabelli Global
Multimedia Trust Inc., The Gabelli Global Convertible Securities Fund,
Gabelli Capital Asset Fund, Gabelli International Growth Fund, Inc., The
Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Global
Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value
Fund, The Gabelli Mathers Fund, The Gabelli Woodland Small Cap Value Fund,
The Comstock Capital Value Fund, The Comstock Strategy Fund, The Gabelli
Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The
Gabelli Global Gold, Natural Resources, & Income Trust (collectively, the
"Funds"), which are registered investment companies.
Gabelli Advisers, a subsidiary of GBL, is an investment adviser
which provides discretionary advisory services to The Gabelli Westwood Mighty
Mitessm Fund.
The Plan, a qualified employee profit sharing plan, covers
substantially all employees of GBL and its affiliates.
MJG Associates provides advisory services to private investment
partnerships and offshore funds. Mario Gabelli is the sole shareholder,
director and employee of MJG Associates. MJG Associates is the Investment
Manager of Gabelli International Limited, Gabelli International II Limited,
Gabelli Performance Partnership, and Gabelli Fund, LDC.
The Foundation is a private foundation. Mario Gabelli is the
President, a Trustee and the
Investment Manager of the Foundation.
Lynch is a public company traded on the American Stock Exchange
engaged in manufacturing. Interactive is a public company listed on the
American Stock Exchange and is a holding company with operating subsidiaries
engaged primarily in the rural telephone industry. Lynch and Interactive
actively pursue new business ventures and acquisitions. Lynch and Interactive
make investments in marketable securities to preserve capital and maintain
liquidity for financing their business activities and acquisitions and are
not engaged in the business of investing, reinvesting, or trading in
securities. Mario J. Gabelli is a director, officer and a substantial
shareholder of Interactive and a substantial shareholder of Lynch.
Mario Gabelli is the majority stockholder and Chairman of the Board
of Directors and Chief Executive Officer of GGCP and GBL. GGCP is the majority
shareholder of GBL. GBL, in turn, is the sole stockholder of GAMCO. GBL is
also the majority stockholder of GSI and the largest shareholder of Gabelli
Advisers. Gabelli & Company is a wholly-owned subsidiary of GSI.
The Reporting Persons do not admit that they constitute a group.
GGCP, GBL, GAMCO, and Gabelli & Company are New York corporations
and GSI and Gabelli Advisers are Delaware corporations, each having its
principal business office at One Corporate Center, Rye, New York 10580.
Gabelli Funds is a New York limited liability company having its principal
business office at One Corporate Center, Rye, New York 10580. MJG Associates
is a Connecticut corporation having its principal business office at 140
Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation
having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.
Lynch is an Indiana corporation having its principal business office at 50
Kennedy Plaza, Suite 1250, Providence, Rhode Island 02903. Interactive is a
Delaware corporation having its principal place of business at One Corporate
Center, Rye, New York 10580.
For information required by instruction C to Schedule 13D with
respect to the executive officers and directors of the foregoing entities and
other related persons (collectively, "Covered Persons"), reference is made to
Schedule I annexed hereto and incorporated herein by reference.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 to Schedule 13D is amended, in pertinent part, as follows:
The Reporting Persons used an aggregate of approximately $4,749,094
to purchase the additional Securities reported as beneficially owned in Item 5.
GAMCO and Gabelli Funds used approximately $4,472,696 and $200,000
respectively, of funds that were provided through the accounts of certain of
their investment advisory clients (and, in the case of some of such accounts at
GAMCO, may be through borrowings from client margin accounts) in order to
purchase the additional Securities for such clients. MJG Associates used
approximately $76,398 of client funds to purchase the additional securities
reported by it.
Item 5. Interest In Securities Of The Issuer
Item 5 to Schedule 13D is amended, in pertinent part, as follows:
(a) The aggregate number of Securities to which this Schedule 13D
relates is 968,316 shares, representing 7.35% of the 13,178,848 shares
outstanding as reported in the Issuer's most recent Form 10-K for the year
ended December 31, 2006. The Reporting Persons beneficially own those
Securities as follows:
Name
Shares of
Common Stock
% of Class of
Common
Gabelli Funds
103,000
0.78%
GAMCO
857,166
6.50%
MJG Associates
GSI
7,150
1,000
0.05%
0.01%
Mario Gabelli is deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons. GSI is deemed
to have beneficial ownership of the Securities owned beneficially by Gabelli &
Company. GBL and GGCP are deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons other than Mario
Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole
power to vote or direct the vote and sole power to dispose or to direct the
disposition of the Securities reported for it, either for its own benefit or
for the benefit of its investment clients or its partners, as the case may be,
except that (i) GAMCO does not have authority to vote 62,000 of the reported
shares, (ii) Gabelli Funds has sole dispositive and voting power with respect
to the shares of the Issuer held by the Funds so long as the aggregate voting
interest of all joint filers does not exceed 25% of their total voting interest
in the Issuer and, in that event, the Proxy Voting Committee of each Fund shall
respectively vote that Fund's shares, (iii) at any time, the Proxy Voting
Committee of each such Fund may take and exercise in its sole discretion the
entire voting power with respect to the shares held by such fund under special
circumstances such as regulatory considerations, and (iv) the power of Mario
Gabelli, GBL, and GGCP is indirect with respect to Securities beneficially
owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the
Securities which were effected during the past sixty days or since the most
recent filing on Schedule 13D, whichever is less, by each of the Reporting
Persons and Covered Persons is set forth on Schedule II annexed hereto and
incorporated herein by reference.
(e) Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: April 21, 2006
GGCP, INC.
MARIO J. GABELLI
MJG ASSOCIATES, INC.
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GAMCO INVESTORS, INC.
GABELLI FUNDS, LLC
GABELLI SECURITIES, INC.
By:/s/ James E. McKee
James E. McKee
Secretary or Assistant Secretary
GAMCO ASSET MANAGEMENT INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
President
SCHEDULE I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as
follows:
The following sets forth as to each of the executive officers and
directors of the undersigned: his name; his business address; his
present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted. Unless
otherwise specified, the principal employer of each such
individual is GAMCO Asset Management, Inc., Gabelli Funds, LLC,
Gabelli & Company, Inc., or GAMCO Investors, Inc., the business
address of each of which is One Corporate Center, Rye, New York
10580, and each such individual identified below is a citizen of
the United States. To the knowledge of the undersigned, during
the last five years, no such person has been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors), and no such person was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities law or finding any violation with respect to
such laws except as reported in Item 2(d) of this Schedule 13D.
GGCP, Inc.
Directors:
Vincent J. Amabile
Mario J. Gabelli
Business Consultant
Chief Executive Officer of GGCP, Inc., and GAMCO
Investors, Inc.; Director/Trustee of all
registered investment companies advised by
Gabelli Funds, LLC; Chief Executive Officer of
Lynch Interactive Corporation.
Marc J. Gabelli
Chairman of Lynch Corporation
Matthew R. Gabelli
Vice President - Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
Charles C. Baum
Douglas R. Jamieson
Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD 21223
See below
Arnold M. Reichman
Joseph R. Rindler,
Jr.
Business Consultant
Business Consultant/former Chairman of GAMCO
Asset Management Inc.
Fredric V.
Salerno
Chairman; Former Vice Chairman and Chief Financial
Officer
Verizon Communications
Officers:
Mario J. Gabelli
Chief Executive Officer and Chief Investment
Officer
Henry Kiernan
Vice President, Chief Financial Officer and
Secretary
GAMCO Investors, Inc.
Directors:
Edwin L.
Artzt
Raymond C.
Avansino, Jr.
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
Chairman
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
Mario J. Gabelli
John D.
Gabelli
See above
Senior Vice President
John C. Ferrara
See below
Karl Otto Pohl (1)
Robert S.
Prather
Vincent S.
Tese
Alan C.
Heuberger
Sal. Oppenheim jr. & Cie.
Bockenheimer Landstrasse 20
D-6000 FRANKFURT AM MAIN
Germany
President & Chief Operating Officer
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, GA 30319
Lawyer, Investment Adviser and Cable Television
Executive
c/o Bear Stearns & Company, Inc.
245 Park Avenue, 19th Floor
New York, NY 10167
Cascade Investment LLC
2365 Carillon Point
Kirkland, WA 98033
Officers:
Mario J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
Douglas R. Jamieson
Henry G. Van der Eb
Michael R.
Anastasio, Jr.
President and Chief Operating Officer
Senior Vice President
Vice President and Chief Financial Officer
James E. McKee
Vice President, General Counsel and Secretary
GAMCO Asset Management
Inc.
Directors:
Douglas R. Jamieson
Regina M. Pitaro
F. William Scholz,
II
William S. Selby
Officers:
Mario J. Gabelli
Chief Investment Officer
Douglas R. Jamieson
Michael R.
Anastasio, Jr.
President and Chief Operating Officer
Vice President and Chief Financial Officer
Gabelli Funds, LLC
Officers:
Mario J. Gabelli
Chief Investment Officer
Bruce N. Alpert
Executive Vice President and Chief Operating
Officer
James E. McKee
Secretary
Gabelli Advisers, Inc.
Directors:
Bruce N. Alpert
Michael R. Anastasio
Douglas R.
Jamieson
Joseph R. Rindler,
Jr.
Officers:
Bruce N. Alpert
Chief Operating Officer
James E. McKee
Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake
President of W. R. Blake & Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
Douglas G. DeVivo
General Partner of ALCE Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
Douglas R.
Jamieson
F. William
Scholz, II
Joseph R.
Rindler, Jr.
President and Chief Operating Officer
See above
See above
Officers:
Douglas R. Jamieson
Michael R.
Anastasio
James E. McKee
See above
Vice President and Chief Financial Officer
Assistant Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III
Chairman & Interim President
Irene Smolicz
Senior Trader
Gabelli & Company, Inc.
Officers:
James G. Webster, III
Chairman & Interim President
Bruce N. Alpert
Vice President - Mutual Funds
James E. McKee
Secretary
Lynch Corporation,
140 Greenwich Avenue, 4th Floor
Greenwich, CT 06830
Directors:
E. Val Cerutti
Business Consultant, Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10540
Avrum Gray
Marc J. Gabelli
John C. Ferrara
Anthony R.
Pustorino
Gbar Limited Partnership
440 South LaSalle, Suite 2900
Chicago, IL 60605
Chairman
President and Chief Executive Officer
Professor Emeritus
Pace University
1 Martine Avenue
White Plains, NY 10606
Officers:
John C. Ferrara
See above
Eugene Hynes
Secretary and Treasurer
Lynch Interactive Corporation,
401 Theodore Fremd Avenue Rye, NY 10580
Directors:
John Barnicle
Chief Executive Officer
Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, NY 10580
Mario J. Gabelli
See above - GGCP, Inc.
Salvatore Muoio
Principal
S. Muoio & Co., LLC
Suite 406
509 Madison Ave.
New York, NY 10022
Morris Berkowitz
John C. Ferrara
Lawrence R. Moats
Consultant
Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, NY 10580
See above
Moats Office & Properties, Inc.
100 West Palatine Road, Ste. L30
P.O. Box 1189
Palatine, IL 60078-1189
Officers:
Mario J. Gabelli
John Barnicle
Chairman
Chief Executive Officer
Robert E. Dolan
Chief Financial Officer
John A. Cole
Vice President, Corporate Development
Secretary and General Counsel
(1) Citizen of Germany
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-CHURCHILL DOWNS INC
MJG ASSOCIATES, INC.
GABELLI PERFORMANCE PARTNERSHIP
3/29/06 2,000 38.1945
GAMCO ASSET MANAGEMENT INC.
4/20/06 3,838 38.2434
4/20/06 2,000 38.3897
4/20/06 1,000 38.2500
4/19/06 200- 37.5500
4/19/06 1,000 37.5605
4/18/06 1,313 36.6190
4/17/06 1,500 37.2600
4/12/06 200 37.0952
4/12/06 1,000- 37.1510
4/10/06 200 37.6200
4/10/06 2,000 37.7355
4/07/06 700 38.4000
4/06/06 300 38.5534
4/06/06 1,103 38.4000
4/06/06 1,169 38.7000
4/05/06 4,331 38.7577
4/04/06 1,500 38.4511
4/04/06 1,500 38.4511
4/04/06 197 38.6623
4/04/06 200 38.4900
4/03/06 115 38.2426
3/31/06 200 38.2880
3/31/06 578 38.0000
3/30/06 100 38.0000
3/30/06 300- 37.9167
3/29/06 1,600 38.5525
3/29/06 4,000- 38.3081
3/28/06 1,000 38.3550
3/28/06 1,900- 38.3031
3/27/06 200 38.8300
3/27/06 500- 38.7020
3/27/06 2,000- 38.5134
3/22/06 1,000 38.8580
3/20/06 500- 40.1000
3/17/06 500- 40.0300
3/16/06 500- 39.8100
3/15/06 3,300 39.2867
3/09/06 1,162 40.0792
3/07/06 736 40.1200
3/06/06 102 40.1200
3/06/06 300- 40.3300
3/03/06 2,000- 41.5220
2/28/06 500- 40.6000
2/24/06 392- 40.7371
2/23/06 2,608- 40.7400
GABELLI FUNDS, LLC.
GABELLI ASSET FUND
3/17/06 5,000 40.0000
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NASDAQ NATIONAL MARKET.
(2) PRICE EXCLUDES COMMISSION.
(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.