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): June 19, 2008
CHURCHILL DOWNS INCORPORATED
(Exact Name of Registrant as Specified in Its Charter)
| Kentucky | 000-1469 | 61-0156015 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
700 Central Avenue, Louisville, Kentucky 40208
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (502) 636-4400
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | 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)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 19, 2008, Seth W. Hancock tendered his resignation from the Board of Directors of Churchill Downs Incorporated (the “Company”), effective immediately.
“Seth Hancock has served the board with great distinction for many years and his leadership will be missed,” the Company’s Board Chairman Carl F. Pollard stated. “We have relied on his counsel on issues related to the company and for racing in general. Personally, I wish him the very best in his future endeavors.”
A copy of the news release issued by the Company on June 24, 2008 announcing Mr. Hancock’s resignation from the Board of Directors of the Company is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| 99.1 | Press Release dated June 24, 2008 issued by Churchill Downs Incorporated. |
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 hereunto duly authorized.
| CHURCHILL DOWNS INCORPORATED | ||||||||
| June 24, 2008 | By: | /s/ William E. Mudd | ||||||
| William E. Mudd | ||||||||
| Executive Vice President and Chief Financial | ||||||||
| Officer (Principal Financial and Accounting | ||||||||
| Officer) | ||||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release dated June 24, 2008 issued by Churchill Downs Incorporated. | |
Exhibit 99.1
| FOR IMMEDIATE RELEASE | Contact: Kevin Flanery | |
| (502) 636-4859 | ||
| kevin.flanery@kyderby.com |
SETH HANCOCK RESIGNS AS BOARD MEMBER OF
CHURCHILL DOWNS INCORPORATED
LOUISVILLE, Ky. (June 24, 2008) – Churchill Downs Incorporated (“Company”) (NASDAQ: CHDN) today announced that on June 19, 2008, Seth W. Hancock tendered his resignation from the Company’s Board of Directors effective immediately.
Mr. Hancock was first elected to the board in 1973, serving as an integral member for 35 years as CDI grew from the ownership of one racetrack, Churchill Downs, into a company that owns and operates racetracks in four states, owns various off-track betting facilities, and has interests in a variety of advance-deposit wagering, television production, telecommunications and racing services companies.
“For the past 30-plus years, I have enjoyed being a part of one of Thoroughbred racing’s premiere racing companies,” said Hancock. “But after more than three decades of service, it’s time for me to move on and embrace new challenges. I look forward to CDI’s continued innovation and success for the benefit of our entire industry.”
“Seth Hancock has served the board with great distinction for many years, and his leadership will be missed,” said Churchill Downs Incorporated Board Chairman Carl F. Pollard. “We have relied on his counsel and wisdom on a great many issues related to our company and the industry as a whole. Personally, I wish him the very best in his future endeavors.”
Churchill Downs Incorporated (“Churchill Downs”), headquartered in Louisville, Ky., owns and operates world-renowned horse racing venues throughout the United States. Churchill Downs’ four racetracks in Florida, Illinois, Kentucky and Louisiana host many of North America’s most prestigious races, including the Kentucky Derby and Kentucky Oaks, Arlington Million, Princess Rooney Handicap and Louisiana Derby. Churchill Downs racetracks have hosted seven Breeders’ Cup World Championships. Churchill Downs also owns off-track betting facilities and has interests in various advance-deposit wagering, television production, telecommunications and racing services companies, including a 50-percent interest in the national cable and satellite network HorseRacing TV™, that support the Company’s network of simulcasting and racing operations. Churchill Downs trades on the NASDAQ Global Select Market under the symbol CHDN and can be found on the Internet at www.churchilldownsincorporated.com.
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700 CENTRAL AVENUE • LOUISVILLE, KY 40208 • P: (502) 636-4400 • kentuckyderby.com
Seth Hancock Resigns as Board Member of Churchill Downs Incorporated
June 24, 2008
Page 2 of 2
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 (the “Act”) provides certain “safe harbor” provisions for forward-looking statements. All forward-looking statements made in this news release are made pursuant to the Act. 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 Florida and Louisiana racetracks within those respective markets; costs associated with our efforts in support of alternative gaming initiatives; costs associated with customer relationship management initiatives; a substantial change in law or regulations affecting pari-mutuel and gaming activities; a substantial change in allocation of live racing days; changes in Illinois law that impact revenues of racing operations in Illinois; the presence of wagering facilities of Indiana racetracks near our 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; 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 execute on our temporary and permanent slot facilities in Louisiana; market reaction to our expansion projects; 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 Louisiana; 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 our ability to adjust the casualty losses through our property and business interruption insurance coverage; any business disruption associated with a natural disaster and/or its aftermath; our ability to integrate businesses we acquire, including our ability to maintain revenues at historic levels and achieve anticipated cost savings; the impact of wagering laws, including changes in laws or enforcement of those laws by regulatory agencies; the effect of claims of third parties to intellectual property rights; and the volatility of our stock price.
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700 CENTRAL AVENUE • LOUISVILLE, KY 40208 • P: (502) 636-4400 • kentuckyderby.com