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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. 3)
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)
June 1, 2007
(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
114,000 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
114,000 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
114,000 (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)
0.85%
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
706,673 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
727,673 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
727,673 (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)
5.41%
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
5,150 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
5,150 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,150 (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)
0.04%
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)
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. 3 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 LICT Corporation ("LICT"), 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, and LICT. 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 GAMCO Global Telecommunications
Fund, GAMCO Gold Fund, Inc., The Gabelli Global Multimedia Trust Inc., The
GAMCO Global Convertible Securities Fund, Gabelli Capital Asset Fund, GAMCO
International Growth Fund, Inc., The GAMCO Global Growth Fund, The Gabelli
Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities Fund,
The Gabelli Blue Chip Value Fund, The GAMCO 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.
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.
LICT is a holding company with operating subsidiaries engaged
primarily in the rural telephone industry. LICT actively pursues new
business ventures and acquisitions. LICT makes 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, and substantial shareholder of LICT.
Mario Gabelli is the majority stockholder and Chief Executive
Officer of GGCP and Chairman and Chief Executive Officer of 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.
LICT is a Delaware corporation having its principal place of business at 401
Theodore Fremd Avenue, 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 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 846,823 shares, representing 6.29% of the 13,462,563 shares
outstanding as reported in the Issuer's most recent Form 10-Q for the quarter
ended March 31, 2007. The Reporting Persons beneficially own those Securities
as follows:
Name
Shares of
Common Stock
% of Class of
Common
Gabelli Funds
114,000
0.85%
GAMCO
727,673
5.41%
MJG Associates
5,150
0.04%
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 21,000 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: June 6, 2007
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 and Chief Operating Officer
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
LICT Corporation.
Marc J. Gabelli
Chairman of LGL 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
Joseph R. Rindler,
Jr.
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
Michael G. Chieco
Chief Financial Officer
GAMCO Investors, Inc.
Directors:
Edwin L.
Artzt
Richard L.
Bready
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
Chairman and Chief Executive Officer
Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903
Mario J. Gabelli
John D.
Gabelli
See above
Senior Vice President
John C.
Ferrara
See below
Eugene R.
McGrath
Former Chairman and Chief Executive Officer
Consolidated Edison, Inc.
Karl Otto Pohl (1)
Robert S.
Prather
Vincent S.
Tese
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
Officers:
Mario J. Gabelli
Chairman and Chief Executive Officer
Douglas R. Jamieson
Henry G. Van der Eb
John C. Ferrara
President and Chief Operating Officer
Senior Vice President
Interim 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 - Value Portfolios
Douglas R. Jamieson
Chistopher
J. Michailoff
President and Chief Operating Officer
General Counsel and Secretary
Gabelli Funds, LLC
Officers:
Mario J. Gabelli
Chief Investment Officer - Value Portfolios
Bruce N. Alpert
Executive Vice President and Chief Operating
Officer
James E. McKee
Secretary
Gabelli Advisers, Inc.
Directors:
Bruce N. Alpert
Douglas R.
Jamieson
See above
See above
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
President and Chief Operating Officer
See above
Officers:
Douglas R. Jamieson
Christopher J.
Michailoff
Kieran Caterina
See above
Secretary
Chief Financial Officer
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
LICT Corporation
401 Theodore Fremd Avenue Rye, NY 10580
Directors:
Mario J. Gabelli
See above - GGCP, Inc.
Glenn Angelillo
P.O. Box 128
New Canaan, CT 06840
Alfred W. Fiore
The Ross Companies
1270 Avenue of the Americas
New York, NY 10020-1703
Salvatore Muoio
Principal
S. Muoio & Co., LLC
Suite 406
509 Madison Ave.
New York, NY 10022
Gary L. Sugarman
Chief Executive Officer
Richfield Associates
400 Andrews Street
Rochester, NY 14604
Officers:
Mario J. Gabelli
Chairman
Robert E. Dolan
Interim President and Chief Executive Officer,
Chief Financial Officer
Thomas J. Hearity
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.
GAMCO ASSET MANAGEMENT INC.
6/04/07 500- 51.1784
6/01/07 58,000- *DO
5/25/07 300- *DO
5/21/07 2,000- 48.2000
5/17/07 5,000- 48.2131
5/17/07 100- 47.8000
5/16/07 4,000- 48.0050
5/15/07 3,900- 48.3095
5/11/07 9,100- 48.2132
5/10/07 1,800- 47.8033
5/09/07 3,200- 47.8404
5/02/07 400 47.3900
4/26/07 500- 48.3380
4/25/07 100- 46.8000
4/23/07 2,136- *DO
4/13/07 500- 44.8800
GABELLI FUNDS, LLC.
GABELLI ASSET FUND
5/24/07 800 49.7000
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NASDAQ STOCK MARKET.
(2) PRICE EXCLUDES COMMISSION.
(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.