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 19, 2009
Churchill
Downs Incorporated
(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
or Other Jurisdiction 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)
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(502)
636-4400
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(Registrant’s
telephone number, including area
code)
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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
5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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(c)
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Appointment
of Certain Officers
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On January 19, 2009, Churchill Downs
Incorporated (the “Company”) announced that Steven P. Sexton, age 49, has been
appointed to the position of President and Chief Executive Officer of a new
wholly-owned subsidiary of the Company, effective January 19,
2009. Mr. Sexton has served as Executive Vice President of the
Company since January 2007 and will continue to serve in that
position. Mr. Sexton has served as President of Churchill Downs
Racetrack since March 2003. From March 2003 to September 2006, he
served as the President of Ellis Park Race Course, Inc. Mr. Sexton
first came to the Company in September 2001, serving first as the Executive Vice
President and then as the President of Arlington International Racecourse, Inc.,
which later became Arlington Park Racecourse, LLC.
On January 19, 2009, the Company also
announced the appointment of William C. Carstanjen, age 40, to the position of
Chief Operating Officer of the Company, effective January 19,
2009. Mr. Carstanjen has served as Executive Vice President and Chief
Development Officer of the Company since June 2005 and served as General Counsel
of the Company from June 2005 to December 2006. Prior to joining the
Company, Mr. Carstanjen was employed at General Electric
Company. From 2004 through June 2005, he served as the Managing
Director and General Counsel of GE Commercial Finance, Energy Financial
Services. From 2002 to 2004, he served as General Counsel of GE
Specialty Materials, and from 2000 to 2002, he served as Transactions and
Finance Counsel of GE Worldwide Headquarters.
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(e)
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Compensatory
Arrangements of Certain Officers
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In connection with Mr. Sexton’s
appointment, he has entered into an amendment (the “Amendment”) to his offer
letter with the Company, dated as of December 10, 2002 (the “Offer
Letter”). The Amendment was approved by the Compensation Committee of
the Board of Directors of the Company. Pursuant to the Amendment,
effective as of January 19, 2009, Mr. Sexton will receive a base salary of
$326,000 a year. Additionally, if prior to August 1, 2011, Mr.
Sexton’s employment is terminated by the Company without “just cause”, as
defined in the Offer Letter, then Mr. Sexton is generally entitled to a lump sum
payment equal to two times his annual base salary. If he
is terminated by the Company without “just cause” from and after
August 1, 2011, Mr. Sexton is generally entitled to a lump sum payment equal to
one year’s annual base salary and other severance benefits pursuant to the
Company’s Executive Severance Policy.
In connection with Mr. Carstanjen’s
appointment, the Subcommittee of the Compensation Committee and the Compensation
Committee of the Company’s Board of Directors approved certain amendments to Mr.
Carstanjen’s compensatory arrangements. Effective as of January 19,
2009, Mr. Carstanjen will receive a base salary of $400,000 a year, and his
“target” award for the 2009 performance period under the Company’s Incentive
Compensation Plan is 65% of his annual base salary, subject to the terms and
conditions of such plan.
Item
7.01. Regulation FD Disclosure.
The information in this Item 7.01 of
this Current Report on Form 8-K, including the exhibit relating hereto, is
furnished pursuant to Item 7.01 and shall not be deemed “filed” under the
Securities Exchange Act of 1934, as amended.
On January 19, 2009, the Company issued
a press release announcing, among other things, Mr. Sexton’s appointment as
President and Chief Executive Officer of a new wholly-owned subsidiary of the
Company and the appointment of Mr. Carstanjen to Chief Operating Officer of the
Company. A copy of the press release is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
Item
9.01. Financial Statements and
Exhibits.
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(d)
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Exhibits.
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The
following exhibit is furnished with this Current Report on Form
8-K:
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Exhibit No.
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Description
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99.1
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Press
Release issued by Churchill Downs Incorporated, dated as of January 19,
2009.
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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 hereunto
duly authorized.
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CHURCHILL
DOWNS INCORPORATED
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Date:
January 20, 2009
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By:
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/s/ Rebecca
C. Reed
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Name:
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Rebecca
C. Reed
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Title:
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Secretary
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EXHIBIT
INDEX
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Exhibit No.
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Description
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99.1
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Press
Release issued by Churchill Downs Incorporated, dated as of January 19,
2009.
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Exhibit
99.1
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FOR
IMMEDIATE RELEASE
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Contact:
Kevin Flanery
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(502)
636-4859
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kevin.flanery@kyderby.com
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CHURCHILL
DOWNS INCORPORATED NAMES STEVE SEXTON CEO AND PRESIDENT OF NEW ENTERTAINMENT
GROUP
BILL
CARSTANJEN NAMED CHIEF OPERATING OFFICER OF CDI; TED GAY NAMED SENIOR VP OF
BUSINESS DEVELOPMENT
LOUISVILLE, Ky. (Jan. 19,
2009) – Churchill Downs Incorporated (“CDI” or “Company”) (NASDAQ: CHDN)
today announced that it is restructuring its organization to facilitate
implementation of the Company’s new growth-based strategic
plan. Under the new strategic plan, CDI will focus on becoming the
leading provider of integrated racing, gaming, and entertainment delivered
on-site and online.
“The
racing, gaming, and entertainment we provide customers are very inter-dependent,
regardless of whether they are delivered on-site at our tracks, casinos and
OTBs, or online via TwinSpires.com or other online sites,” said Robert L. Evans,
president and chief executive officer of CDI. “In the currently tough
economic environment, many companies are announcing reorganizations and layoffs
intended to reduce costs. Our changes here, however, are about
aligning the right leaders at CDI with the strategic growth opportunities we
believe exist.”
A new,
wholly owned subsidiary is being created to expand the Company’s entertainment
management opportunities. Steven P. (Steve) Sexton has been
named CEO and president of this subsidiary, responsible for conceiving,
developing, producing, and managing new entertainment activities, including new
racing events, concerts, and other concepts. Sexton joined CDI in
2001 as president of Arlington Park Racecourse, has been president of Churchill
Downs Racetrack since 2002, and was named executive vice president of CDI in
2006.
“This is
a great opportunity for me in a new role with CDI,” said Sexton. “There are many
opportunities to leverage our team’s expertise in producing and managing major
entertainment events. Over the past 25-plus years, I have worked in
various positions with racetracks around the country. That experience
has taught me that innovation combined with outstanding service is the best way
to attract and keep customers. If they don’t have fun when they visit
our facilities, they are not likely to return.”
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CENTRAL AVENUE ●
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kentuckyderby.com
Churchill
Downs Incorporated Announces Senior Management Changes
Page
2 of 3
Jan.
19, 2009
“Steve is
uniquely qualified to take on this important new senior leadership role,” said
Evans. “He has managed six runnings of the Kentucky Derby and
Kentucky Oaks, Breeders’ Cups at Arlington Park and Churchill Downs, concerts by
The Rolling Stones and The Police, plus a myriad of other major racing and
entertainment events.”
William
C. (Bill) Carstanjen has been promoted to the position of chief operating
officer of CDI, responsible for all on-site operations, including racing and
gaming at Arlington Park Racecourse, Calder Race Course, Churchill Downs
Racetrack, Fair Grounds Race Course and Slots, and all of the Company’s
off-track betting facilities. Carstanjen joined CDI in July 2005 as
executive vice president and chief development officer. Since early
2008, he has also had operational responsibility for Fair Grounds Race Course
and Slots and Calder Race Course.
“While we
have expanded the scope of our entertainment products by adding gaming and
online offerings, everything we do is dependent on our core racing business,”
said Carstanjen. “I look forward to strengthening racing at all of
our facilities and preserving CDI’s position at the forefront of American
racing.”
“Bill has
been broadly involved in our racing operations since he joined CDI,” said
Evans. “His experience with live racing, gaming, simulcasting and
account wagering make him an outstanding choice to lead on-site operations at
our racetracks and gaming venues.”
The
Company announced it will immediately begin the search for a new president of
Churchill Downs Racetrack with both internal and external candidates
considered. The Company will reserve further public comment on the
search process until a successor is named.
James E.
(Ted) Gay has been promoted to the position of senior vice president responsible
for the Company’s business development activities, replacing
Carstanjen. Gay joined CDI in 2003 and has been instrumental in
crafting new strategy, the formation of TrackNet Media, and the acquisitions of
AmericaTab and Bloodstock Research Information Services.
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
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700
CENTRAL AVENUE ●
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Churchill
Downs Incorporated Announces Senior Management Changes
Page 3
of 3
Jan.
19, 2009
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.
Information
set forth in this discussion and analysis 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 Quarterly Report on Form 10-Q 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, including any disruptions in the credit markets; the
effect (including possible increases in the cost of doing business) resulting
from future war and terrorist activities or political uncertainties; the overall
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 and obtain the consents of horsemen’s groups to
interstate simulcasting; 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
permanent slot facility in Louisiana and permanent slot facility in Florida;
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 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 outcome of pending or threatened
litigation, including the outcome of any counter-suits or claims arising in
connection with a pending lawsuit in federal court in the Western District of
Kentucky styled Churchill
Downs Incorporated, et al v. Thoroughbred Horsemen's Group, LLC, Case
#08-CV-225-S; changes in our relationships with horsemen's groups and
their memberships; our ability to reach agreement with horsemen's groups on
future purse and other agreements (including, without limiting, agreements on
the sharing of revenues from gaming and advance deposit wagering); the effect of
claims of third parties to intellectual property rights; and the volatility of
our stock price.
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