UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITY
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 2, 2006
(Exact
name of registrant as specified in its charter)
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Kentucky
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0-1469
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61-0156015
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|
(State
of incorporation)
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(Commission
file number)
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(IRS
Employer Identification No.)
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700
Central Avenue, Louisville, Kentucky 40208
(Address
of principal executive offices)
(Zip
Code)
(502)
636-4400
(Registrant's
telephone number, including area code)
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 (18 CFR 230.425) |
| [ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
[
]
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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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ITEM
1.01.
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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On
June
2, 2006, the Compensation Committee (the “Committee”) of the Board of Directors
of Churchill Downs Incorporated (the “Company”) approved the 2006 Amendment to
the 2005 Churchill Downs Incorporated Deferred Compensation Plan (the
“Amendment”). The Amendment allows plan participants to make changes to their
existing payment election on or prior to December 31, 2006 with respect to
amounts deferred to date. A copy of the Amendment is attached hereto as Exhibit
10.1.
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ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS
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EXHIBIT
INDEX
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Numbers
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Description
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10.1
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2006
Amendment to the Churchill Downs
Incorporated
2005 Deferred Compensation Plan
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SIGNATURE
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.
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CHURCHILL
DOWNS INCORPORATED
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June
7, 2006
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/s/
Michael E. Miller
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Michael
E. Miller
Executive
Vice President and Chief Financial
Officer
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CHURCHILL
DOWNS INCORPORATED
2005
DEFERRED COMPENSATION PLAN
2006
AMENDMENT
This
Amendment is made this 2nd
day of
June, 2006 to the Churchill Downs Incorporated 2005 Deferred Compensation Plan
(the “2005 Plan”).
WHEREAS,
Churchill Downs Incorporated (the “Corporation”) adopted the 2005 Churchill
Downs Incorporated Deferred Compensation Plan (the “Plan”) as a new deferred
compensation plan compliant with the requirements of new Internal Revenue Code
§409A;
WHEREAS,
pursuant to guidance issued by the IRS in Bulletin 2005-43, a deferred
compensation plan subject to Code §409A and in existence prior to December 31,
2006 may be amended to provide for a change in payment elections on or prior
to
December 31, 2006; and
WHEREAS,
the Corporation wishes to amend to Plan to permit participants to make changes
to existing payment election with respect to amounts deferred under the Plan
to
date within the conditions contained in Bulletin 2005-43.
NOW,
THEREFORE, the Plan is hereby amended effective the date hereof as
follows:
Change
of Distribution Election. During
the period beginning on the date of this amendment and ending December 31,
2006,
a participant in the Plan may change a prior payment election made with respect
to prior deferrals under this Plan by electing another form or forms of payment,
and another time of payment, otherwise available under this Plan.
Notwithstanding any condition contained in Section 5.1 of the Plan to the
contrary, any such change shall be effective immediately without regard to
any
condition otherwise contained in said Section requiring a minimum period of
deferral from the date any payment would otherwise have been due. No change
may
be made with respect to any payment that is otherwise scheduled to be made
in
2006 and no such change may result in a payment being made in 2006 that was
otherwise to be made at a later time. Any change to a distribution election
made
after December 31, 2006 shall conform to all of the requirements of Section
5.1
of the Plan.
Executed
on the date first above written.
CHURCHILL
DOWNS INCORPORATED
By:
/s/ Michael E. Miller
Title:
Executive Vice President and Chief Financial Oficer