UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)
Churchill Downs Incorporated
- - --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
- - --------------------------------------------------------------------------------
(Title of Class of Securities)
171484 10 8
- - --------------------------------------------------------------------------------
(CUSIP Number)
Thomas H. Meeker, President Alexander M. Waldrop, Senior Vice President,
Churchill Downs Incorporated General Counsel and Secretary
700 Central Avenue Churchill Downs Incorporated
Louisville, KY 40208 (502)636-4400 700 Central Avenue
Louisville, KY 40208 (502)636-4400
- - --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
April 18, 1995
- - --------------------------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box .
Check the following box if a fee is being paid with this statement [X].
CUSIP No. 171484 10 8
13D Page 2 of 53
1 NAME OF REPORTING PERSON
ABC Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 9,065
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
9,065
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
9,065
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.2%
14 TYPE OF REPORTING PERSON
PN
CUSIP No. 171484 10 8
13D Page 3 of 53
1 NAME OF REPORTING PERSON
Bank One Lexington, NA, as a Co-Trustee u/w A.B.
Hancock, deceased (1972), as Co-Trustee u/w Agnes
Clay
Pringle and as Co-Trustee under Trust Agreement
Nancy Clay Hancock and as Co-Trustee under Trust
Agreement Waddell Hancock, II
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
108,210 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
108,210 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
108,210
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.9%
14 TYPE OF REPORTING PERSON
BK
CUSIP No. 171484 10 8
13D Page 4 of 53
1 NAME OF REPORTING PERSON
John W. Barr, III
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 2,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
2,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
2,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.1%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 5 of 53
1 NAME OF REPORTING PERSON
Shauna Bidwill Valenzuela
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,550
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,550
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
1,550
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Less than .05%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 6 of 53
1 NAME OF REPORTING PERSON
Catesby M. Clay, as an individual and as Co-Trustee
under Trust u/w J.N. Camden, deceased (1942), as a
Co-Trustee under Trust Agreement of J.N. Camden,
and as Co-Trustee under Trust u/w Agnes Clay
Pringle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
43,630 See Appendix II
9 SOLE DISPOSITIVE POWER
3,000
10 SHARED DISPOSITIVE POWER
43,630 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
46,630
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.2%
14 TYPE OF REPORTING PERSON
IN and OO
CUSIP No. 171484 10 8
13D Page 7 of 53
1 NAME OF REPORTING PERSON
Jim Clay, as a Co-Trustee under Trust u/w J.N.
Camden, deceased (1942), and as a Co-Trustee under
Trust
Agreement of J.N. Camden
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
32,680 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
32,680 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
32,680
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.9%
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 171484 10 8
13D Page 8 of 53
1 NAME OF REPORTING PERSON
James G. Kennan, III, as a Co-Trustee under Trust
u/w J.N. Camden, deceased (1942) and as a Co-Trustee
under Trust Agreement of J.N. Camden
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
32,680 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
32,680 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
32,680
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.9%
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 171484 10 8
13D Page 9 of 53
1 NAME OF REPORTING PERSON
McColl Pringle, as a Co-Trustee u/w Agnes Clay
Pringle, deceased (1984)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
10,950 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
10,950 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
10,950
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3%
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 171484 10 8
13D Page 10 of 53
1 NAME OF REPORTING PERSON
William S. Farish
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 25,280
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
25,280
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
25,280
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.7%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 11 of 53
1 NAME OF REPORTING PERSON
J. David Grissom
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 10,050
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
10,050
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
10,050
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 12 of 53
1 NAME OF REPORTING PERSON
Nancy Clay Hancock, as Co-Trustee u/w A.B. Hancock,
deceased (1972) and as Co-Trustee under Trust
Agreement of Nancy Clay Hancock
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
97,295 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
97,295 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
97,295
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3%
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 171484 10 8
13D Page 13 of 53
1 NAME OF REPORTING PERSON
Seth W. Hancock, as an individual, and as a
Co-Trustee under Trust u/w A.B. Hancock, deceased
(1972), as a Co-Trustee under Trust Agreement of
Nancy Clay Hancock and as Co-Trustee under Trust
Agreement of Waddell W. Hancock, II
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 36,500
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
106,325 See Appendix II
9 SOLE DISPOSITIVE POWER
36,500
10 SHARED DISPOSITIVE POWER
106,325 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
142,825
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.8%
14 TYPE OF REPORTING PERSON
IN and OO
CUSIP No. 171484 10 8
13D Page 14 of 53
1 NAME OF REPORTING PERSON
Waddell W. Hancock, as Co-Trustee u/w A.B. Hancock,
deceased (1972)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
79,200 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
79,200 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
79,200
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.1%
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 171484 10 8
13D Page 15 of 53
1 NAME OF REPORTING PERSON
Waddell W. Hancock, II, as a Co-Trustee, A.B.
Hancock, deceased (1972), and as Co-Trustee under
Trust
Agreement of Waddell W. Hancock, II
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
97,295 See Appendix II
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
97,295 See Appendix II
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
97,295
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.6%
14 TYPE OF REPORTING PERSON
OO
CUSIP No. 171484 10 8
13D Page 16 of 53
1 NAME OF REPORTING PERSON
Louis J. Herrmann, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 40,065
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
40,065
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
40,065
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.1%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 17 of 53
1 NAME OF REPORTING PERSON
Frank B. Hower, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 1,040
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
1,040
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
1,040
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
Less than .05%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 18 of 53
1 NAME OF REPORTING PERSON
Stanley F. Hugenberg, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 3,670
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
3,670
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
3,670
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.1%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 19 of 53
1 NAME OF REPORTING PERSON
Harriet S. Jones
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 10,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
10,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
10,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 20 of 53
1 NAME OF REPORTING PERSON
Mina Jones Cox
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 8,570
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
8,570
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
8,570
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.2%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 21 of 53
1 NAME OF REPORTING PERSON
Edna Veeneman Lewis
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 5,660
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
5,660
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
5,660
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.1%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 22 of 53
1 NAME OF REPORTING PERSON
W. Bruce Lunsford
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 100,030
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
90,030
10 SHARED DISPOSITIVE POWER
10,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
100,030
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
2.6%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 23 of 53
1 NAME OF REPORTING PERSON
W. Bruce Lunsford Foundation, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
10,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
10,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.3%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 171484 10 8
13D Page 24 of 53
1 NAME OF REPORTING PERSON
Thomas H. Meeker
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 29,437
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
29,437
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
29,437
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.8%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 25 of 53
1 NAME OF REPORTING PERSON
Carl F. Pollard
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 73,040
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
73,040
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
73,040
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.9%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 26 of 53
1 NAME OF REPORTING PERSON
Wells Family Partnership
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 210,530
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
210,530
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
210,530
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.6%
14 TYPE OF REPORTING PERSON
PN
CUSIP No. 171484 10 8
13D Page 27 of 53
1 NAME OF REPORTING PERSON
Wells Foundation, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Kentucky
7 SOLE VOTING POWER
NUMBER OF
SHARES 22,400
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
22,400
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
22,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
.6%
14 TYPE OF REPORTING PERSON
CO
CUSIP No. 171484 10 8
13D Page 28 of 53
1 NAME OF REPORTING PERSON
Mary Louise Whitney
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 128,000
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
128,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
128,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.4%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 29 of 53
1 NAME OF REPORTING PERSON
William T. Young
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 114,660
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
114,660
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
114,660
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.0%
14 TYPE OF REPORTING PERSON
IN
CUSIP No. 171484 10 8
13D Page 30 of 53
1 NAME OF REPORTING PERSON
Charles W. Bidwill, Jr.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
SHARES 219,340
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
2,919
9 SOLE DISPOSITIVE POWER
219,340
10 SHARED DISPOSITIVE POWER
2,919
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING
PERSON
222,259
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.9%
14 TYPE OF REPORTING PERSON
IN
Item 1. Security and Issuer. The title of the class of equity
securities to which this Statement relates is: Common stock, no par value (the
"Shares"), of Churchill Downs Incorporated (the "Company"). The name and
address of the principal executive offices of the issuer of such securities
are: Churchill Downs Incorporated 700 Central Avenue Louisville, Kentucky 40208
The Company is a Kentucky corporation.
Item 2. Identity and Background. This Schedule is filed by the
individuals and in the capacities described in Appendix I hereto and by certain
other stockholders described in Appendix I hereto, and constitutes a filing as a
group by such persons (hereinafter collectively referred to as the "Reporting
Persons"). The Reporting Persons hold or have an interest in the aggregate of
1,196,146 Shares, representing, as of the date hereof, approximately 31.5% of
the Shares outstanding. The Third Supplemental Stockholder Agreement was entered
into among the Reporting Persons and was effective as of April 18, 1995 (the
"Agreement").
The persons making this filing are doing so because they may
be deemed to constitute a "group" for purposes of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Act"), by reason of their
having executed the Agreement (as described in Item 6 and filed as Exhibit 1
attached hereto and incorporated herein by reference). Except as expressly
stated herein, each of the Reporting Persons filing this Statement disclaims
beneficial ownership of the Shares beneficially owned by any other Reporting
Person or any other person. The Attorney-in-Fact appointed by each Reporting
Person under the Agreement disclaims beneficial ownership of the Shares
beneficially owned by any of the Reporting Persons.
The names, residence or business addresses and present
principal occupation or employment, and the name, principal business and address
of any corporation or other organization where such employment is conducted, of
the Reporting Persons, are set forth in Appendix I attached hereto and
incorporated herein by reference. Each of the Reporting Persons who are
individuals is a citizen of the United States of America.
During the past five years, none of the Reporting Persons [i]
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or [ii] has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding 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 laws or finding any violation with respect to such laws.
Information with respect to each of the Reporting Persons is
given solely by such Reporting Person and no Reporting Person has responsibility
for the accuracy or completeness of information supplied by another Reporting
Person.
Item 3. Source and Amount of Funds or Other Consideration. No purchase
of Shares by any Reporting Person is being reported herein and information
concerning the source and amount of funds or other consideration with respect to
prior purchases is not regarded as material.
Item 4. Purpose of Transaction. Certain of the Reporting Persons and
certain other stockholders of the Company originally entered into a Stockholder
Agreement as of May 2, 1984. A Supplemental Stockholder Agreement was
subsequently entered into by certain of such persons on March 25, 1985; a Second
Supplemental Stockholder Agreement was entered into by certain of such persons
as of May 8, 1990; and an Amended Second Supplemental Stockholder Agreement was
entered into by certain of such persons as of January 7, 1992. Schedule 13Ds
were previously filed with regard to the execution of these Stockholder
Agreements, along with amendments to said Schedule 13Ds. The original
Stockholder Agreement had a term of two years and expired in May 1986. The
Supplemental Stockholder Agreement had a term of five years and expired on May
2, 1990. The Second Supplemental Stockholder Agreement had a term of five years.
As of January 7, 1992, the Second Supplemental Stockholder Agreement was
terminated by consent of the holders of two-thirds (2/3) of the shares subject
to such agreement who simultaneously entered into the Amended Second
Supplemental Stockholder Agreement. The Amended Second Supplemental Stockholder
Agreement provided that it would remain in effect until May 5, 1995, unless
terminated by the written consent of the holders of two-thirds (2/3) of the
shares of stock subject to such agreement. By execution of the Agreement, the
Amended Second Supplemental Stockholder Agreement was terminated by consent of
the holders of two-thirds (2/3) of the shares subject to such agreement who
simultaneously entered into the Agreement. Each of the original Stockholder
Agreement, the Supplemental Stockholder Agreement, the Second Supplemental
Stockholder Agreement and the Amended Second Supplemental Stockholder Agreement
provided that the signatories to such agreements could not sell or otherwise
transfer any interest in their Shares except in certain limited situations.
Although the Company has not received any offers at this time
to purchase its Shares, the Reporting Persons continue to be concerned about
indications of interest of which they are aware in acquiring assets or stock of
the Company. The Reporting Persons have entered into the Agreement for the
purpose of providing for liquidity in regard to the Shares and providing for a
longer term whereby control of the Shares is maintained, through a right of
first refusal in the Company, and then within the group constituting the
Reporting Persons.
Although no plan or proposal presently exists among the
Reporting Persons as a group to purchase additional Shares, a Reporting Person's
right to do so is not restricted under the Agreement. In addition, under the
terms of the Agreement, which provides for a right of first refusal in the
Company, and then within the group constituting the Reporting Persons, it is
contemplated that at some point, by operation of the Agreement, the number of
Shares held by the Reporting Persons individually will change although such
change will not affect the amount held by all Reporting Persons.
None of the Reporting Persons has any present plans or
proposals which relate to or would result in [a] the acquisition by any person
of additional securities of the issuer, or the disposition of securities of the
issuer, although individual Reporting Persons have indicated an interest in
purchasing additional Shares as they become available; [b] an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the issuer or any of its subsidiaries; [c] a sale or transfer of a
material amount of assets of the issuer or any of its subsidiaries; [d] any
change in the present Board of Directors or management of the issuer, including
any plans or proposals to change the number or term of directors or to fill any
existing vacancies on the Board; [e] any material change in the present
capitalization or dividend policy of the issuer; [f] any other material change
in the issuer's business or corporate structure; [g] changes in the issuer's
charter, bylaws or instruments corresponding thereto or other actions which may
impede the acquisition of control of the issuer by any person; [h] causing a
class of securities of the issuer to be delisted from a national securities
exchange or to cease to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; [i] a class of equity
securities of the issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or [j] any action similar to any of
those enumerated above. Each Reporting Person reserves the right to formulate
such plans or proposals, to take such action, with respect to any or all of the
foregoing matters and any other matters as such Reporting Person may determine.
Although certain of the Reporting Persons are directors and/or
executive officers of the Company, each Reporting Person has executed the
Agreement solely in such Reporting Person's capacity as a stockholder of the
Company. The Company, through its Board of Directors, has approved the Agreement
for the purpose of making the Company a third party beneficiary to the
Agreement.
Item 5. Interest in Securities of the Issuer.
a. As of April 18, 1995, the Reporting Persons beneficially
owned 1,196,146 Shares or approximately 31.5% of the 3,783,318 Shares
outstanding at such date and shares beneficially owned but not outstanding with
respect to a reporting person. The number of beneficially owned shares includes
16,900 Shares issuable to a Reporting Person under currently exercisable options
and 717 Shares issuable to a Reporting Person under the Company's Incentive
Compensation Plan.
b. Information with respect to the beneficial ownership of
Shares by each of the Reporting Persons is set forth in Appendix II hereto which
is incorporated herein by reference. Each of the Reporting Persons assumes no
responsibility for the accuracy or completeness of Appendix II except as it
relates to the beneficial ownership of the Shares disclosed therein of such
Reporting Person.
c. Not Applicable.
d. Except as set forth in Item 5(b), no persons other than the
Reporting Persons have the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, any Shares beneficially
owned by such Reporting Persons.
e. Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer. As of April 18, 1995, the Agreement among
the Reporting Persons became effective. The Agreement provides that as to Shares
now owned or later acquired by any party to the Agreement, the holder of such
Shares will not transfer the Shares without complying with the Agreement except
in the following instances: [a] pursuant to an offer to acquire all of the
outstanding Shares of the Company which the Board of Directors of the Company
has recommended and which an independent financial advisor retained by the
Company has determined to be fair from a financial point of view; [b] by
operation of law; [c] by gift, will or pursuant to the laws of descent and
distribution; [d] by pledge to a financial institution; or [e] in a small
transaction which is defined to mean the transfer of not more than 3,000 Shares
in any calendar month. Except in these instances, a Reporting Person may not
transfer or agree or commit to transfer the Reporting Person's Shares without
first offering to sell such Shares to the Company, and then to all other
signatories to the Agreement, on the same terms and conditions as the proposed
transfer. In the event the other signatories to the Agreement desire to purchase
more than the number of Shares offered for sale by the Reporting Person or the
Shares remaining after acquisition by the Company, the Agreement provides for
proration of purchase of the Shares among the parties to the Agreement who
desire to purchase Shares. If all of the Shares offered for sale by the
Reporting Person are not purchased by the Company and/or the other parties to
the Agreement, the Shares may be sold in accordance with the bona fide offer
received by the Reporting Person. Any stockholder of the Company may become a
party to the Agreement by executing the Agreement. The Company is a third party
beneficiary to the Agreement.
The Agreement will be effective until April 15, 1997. The
Agreement will become effective as to each additional Reporting Person upon the
execution and delivery thereof by such Reporting Person. Under the Agreement, a
Reporting Person's right to vote such Reporting Person's Shares, to receive cash
dividends or to receive dividends payable in stock or receive Shares in a stock
split, or to sell or dispose of Shares therein is not restricted except as
specifically set forth therein. A copy of the Agreement is filed as Exhibit 1
hereto and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
Exhibit 1 - Form of Third Supplemental Stockholder Agreement
as of April 18, 1995.
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.
April 25, 1995 By /s/Thomas H. Meeker
-----------------------------
Thomas H. Meeker,*
Attorney-in-Fact on behalf of
each of the Reporting Persons
listed on Appendices I and II.
* Pursuant to Paragraph 14 of the Third Supplemental Stockholder Agreement, each
Reporting Person has authorized Thomas H. Meeker as Attorney-in-Fact to sign on
behalf of such Reporting Person any document which that Attorney-in-Fact
believes may be required to be filed. Evidence of the authority to sign on
behalf of each of the Reporting Persons has been retained in the files of the
Company.
EXHIBIT INDEX
PAGE
Exhibit 1 - Form of Third Supplemental Stockholder Agreement 49-52
dated as of April 18, 1995
Appendix II runs after Appendix I APPENDIX I
(as of April 18, 1995)
Identity and Background of Reporting Person. The name,
residence or business address and present principal occupation or employment,
and the name, principal business and address of any corporation or other
organization in which such employment is conducted, of each Reporting Person is
set forth below:
Residence Present Principal
Name or Business Address Occupation or Employment
John W. Barr III 2000 Brown & Williamson Tower Retired; Former Chairman,
Louisville, KY 40202 National City Bank, Kentucky
(bank holding company)
Catesby W. Clay 200 West Vine Street Chairman, Kentucky River Coal
Suite 8K Corporation (coal land lessor);
Lexington, KY 40507 President, Runnymede Farm, Inc.
Charles W. Bidwill, Jr. Sportsman's Park Race Track President and General Manager,
3301 South Laramie Avenue National Jockey Club (operator
Cicero, IL 60650 of Sportsman's Park Race Track)
William S. Farish Lane's End Farm President, W.S. Farish & Company
100 United Drive, Suite 3A (trust management company);
Versailles, KY 40383 Owner, Lane's End Farm
J. David Grissom 400 West Market Street Chairman, Mayfair Capital
Suite 2510 (private investment firm)
Louisville, KY 40202
Seth W. Hancock c/o Claiborne Farm Partner and Manager, Claiborne Farm;
P. O. Box 150 President, Hancock Farms, Inc.
Paris, KY 40361
Louis J. Herrmann, Jr. 340 Byrne Avenue Owner, Louis Herrmann Auto
Louisville, KY 40217 Consultant Incorporated
Frank B. Hower, Jr. 339A Mockingbird Valley Road Retired; Former Chairman,
Louisville, KY 40207 Liberty National Bancorp., Inc.
(bank holding company) and
Liberty National Bank & Trust
Company of Louisville
Stanley F. Hugenberg, Jr. 1913 Fortside Circle President, Jackantom Sales
Fort Mitchell, KY 41011 Company (manufacturer's
representative)
Harriet S. Jones c/o Hermitage Farm, Inc. Housewife
P. O. Box 40
Goshen, KY 40026
Mina Jones Cox 4600 Tingle Lane Housewife
Louisville, KY 40077
W. Bruce Lunsford 3300 Providian Center Chairman, President and Chief
Louisville, KY 40202 Executive Officer, Vencor, Inc.
(intensive care hospitals and
nursing homes)
Thomas H. Meeker Churchill Downs President of the Company
Incorporated
700 Central Avenue
Louisville, KY 40208
Carl F. Pollard Hermitage Farm Owner, Hermitage Farm
P. O. Box 40
Goshen, KY 40026
Edna Veeneman Lewis 16 Brownsboro Hill Rd. Housewife
Louisville, KY 40207
Mary Louise Whitney 40 Geyser Road Housewife
Saratoga Springs, NY 12866
William T. Young P.O. Box 1110 Chairman of the Board, W.T.
Lexington, KY 40502 Young, Inc. (warehousing,
thoroughbred horses)
Shauna Bidwill Valenzuela 2424 Myrtle Avenue Housewife
Hermosa Beach, CA 90254
The following lists the corporations, partnerships and trusts that are
Reporting Persons.
Trustees u/w J.N. Camden deceased 1942 -- Catesby M. Clay, Jim Clay and James G. Kennan, III
Residence Present Principal
Name or Business Address Occupation or Employment
Catesby W. Clay 200 West Vine Street Chairman, Kentucky River Coal
Suite 8K Corporation; President,
Lexington, KY 40507 Runnymede Farm, Inc.
Jim Clay P.O. Box l97 Farmer
Paris, KY 4036l
James G. Kennan, III 200 West Vine Street President and Chief Executive
Suite 8K Officer, Kentucky River Coal
Lexington, KY 40507 Corporation
Trustees u/Trust Agreement J.N. Camden -- Catesby M. Clay, Jim Clay and
James G. Kennan III. See above for information with respect to name, residence
or business address, and present principal occupation or employment.
Each of Messrs. Clay, Clay and Kennan is a United States citizen and
during the last five years, none of them has been [i] convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor [ii] been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, 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 laws or finding
any violation with respect to such laws.
Trustees u/w A.B. Hancock, deceased 1972 -- Bank One, Lexington, NA
Seth W. Hancock, Waddell W. Hancock, Nancy Clay Hancock and Waddell W. Hancock,
II
[a] Name: Bank One, Lexington, NA
[b] Business Address: 201 East Main Street, Lexington, KY 40507
[c] Principal Business: Bank
[d] State of Organization: Kentucky
Directors of Bank One, Lexington, NA
Residence Present Principal
Name or Business Address Occupation or Employment
Laura S. Babbage 3174 Custer Drive Chief Executive Officer,
Lexington, KY 40502 Urgent Treatment Center
Gary D. Bello 727 Mallard Bay President, Clark Material
Lexington, KY 40502 Handling Co.
Steven H. Caller 343 Waller Avenue President, Investors Building
Suite 100 Corporation
Lexington, KY 40504
Alex G. Campbell, Jr. P.O. Box 223 Investments
Lexington, KY 40584
Jeanne Marie Dawahare 1400 Vine Center Director of Special Projects,
Lexington, KY 40507 Greenebaum, Doll & McDonald
A.W. Givens P.O. Box 2120 Chairman of the Board, Clay-Ingels
Lexington, KY 40594 Co., Inc.
William C. Greely P.O. Box 1690 President, Keeneland
Lexington, KY 40592 Association
Louis L. Haggin, III Sycamore Farm Manager, Sycamore Farm
2981 Shannon Run Road
Versailles, KY 40383
William R. Hartman 201 East Main Street Chairman and CEO, Bank One,
Lexington, KY 40507 Lexington, NA
John M. McDonald, III P.O. Box 55487 President and CEO, Brock-McVey
Lexington, KY 40555 Company
John Newton One Quality Street Chairman of the Board,
Lexington, KY 40507 President and CEO, Kentucky
Utilities Company
L. Frank Sadler 5997 Winchester Road Real Estate Developer,
Lexington, KY 40509 Frank Sadler Developer
Alvin T. Stolen, III 201 E. Main Street President, Bank One,
Lexington, KY 40507 Lexington, NA
William B. Sturgill 1256 Old Frankfort Pike President, East Kentucky
Lexington, KY 40504 Investment Co., Inc.
Dr. Lee T. Todd, Jr. 3191 Nicholasville Road, Suite 600 President and Chief Executive
Lexington, KY 40503 Officer, Data-Beam Corp.
William H. Wilson 4817 Chaffey Lane Deputy Executive Director
Lexington, KY 40515 for Marketing, Kentucky
Educational Television
William T. Young, Jr. P.O. Box 1110 Chairman of the Board,
Lexington, KY 40589 W. T. Young Co., Inc.
Executive Officers of Bank One
(Who are not directors of Bank One)
Residence Present Principal
Name or Business Address Occupation or Employment
Frank Eckerd 201 East Main Street Senior Vice President and Chief
Lexington, KY 40507 Credit Officer,
Bank One, Lexington, NA
Roy Eon 201 East Main Street Senior Vice President,
Lexington, KY 40507 Bank One, Lexington, NA
Robert J. Heiple 201 East Main Street Executive Vice President,
Lexington, KY 40507 Bank One, Lexington, NA
David A.Tillery 201 East Main Street Senior Vice President,
Lexington, KY 40507 Bank One, Lexington, NA
Glenn D. Leveridge 201 East Main Street Executive Vice President,
Lexington, KY 40507 Bank One, Lexington, NA
Charles D. Christy 201 East Main Street Senior Vice President and
Lexington, KY 40507 Chief Financial Officer,
Bank One, Lexington, NA
George R. Sims 201 East Main Street Senior Vice President,
Lexington, KY 40507 Director of Human Resources,
Bank One, Lexington, NA
Susan K. Stout 201 East Main Street Executive Vice President,
Lexington, KY 40507 Bank One, Lexington, NA
Richard Lyon 201 East Main Street Vice President and Secretary,
Lexington, KY 40507 Bank One, Lexington, NA
Residence Present Principal
Name or Business Address Occupation or Employment
Seth W. Hancock c/o Claiborne Farm Partner and Manager,
P.O. Box 150 Claiborne Farm; President,
Paris, KY 40361 Hancock Farms, Inc.
Waddell W. Hancock P.O. Box 150 Vice-President, Hancock
Paris, KY 40361 Farms, Inc.
Nancy Clay Hancock P.O. Box 150 Treasurer, Hancock Farms, Inc.
Paris, KY 40361
Waddell W. Hancock, II P.O. Box 150 Director of Marketing and Public
Paris, KY 40361 Relations, Hancock Farms, Inc.
Each of Mr. Hancock, Mr. Hancock, Ms. Hancock and Mr. Hancock is a United
States citizen and during the last five years, none of them has been [i]
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor [ii] been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and, as a result of such
proceeding, 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 laws or finding any violation with respect to such laws.
ABC Partnership
(a) Name: ABC Partnership
(b) Business Address: c/o Claiborne Farm, P.O. Box 150, Paris, KY
40361
(c) Principal Business: Investments, primarily in equine businesses
(d) State of Organization: Kentucky
General Partners of ABC Partnership
Residence Present Principal
Name or Business Address Occupation or Employment
Seth W. Hancock c/o Claiborne Farm Partner and Manager,
P.O. Box 150 Claiborne Farm; President,
Paris, KY 40361 Hancock Farms, Inc.
Nancy Clay Hancock P.O. Box 150 Treasurer, Hancock Farms, Inc.
Paris, KY 40361
Waddell W. Hancock, II P.O. Box 150 Director of Marketing and
Paris, KY 40361 Public Relations
Hancock Farms, Inc.
Each of Mr. Hancock, Ms. Hancock and Mr. Hancock is a United States citizen
and during the last five years none of them has been [i] convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) nor [ii] been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, 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 laws or finding
any violation with respect to such laws.
Wells Family Partnership
(a) Name: Wells Family Partnership
(b) Business Address: 4350 Brownsboro Road, Louisville, KY 40207
(c) Principal Business: Holder of Shares of Churchill Downs
Incorporated
(d) State of Organization: Kentucky
General Partners of the Wells Family Partnership
Residence Present Principal
Name or Business Address Occupation or Employment
Darrell R. Wells 4350 Brownsboro Road General Partner, Security
Louisville, KY 40207 Management Company (investments)
Louis Crawford Wells 4350 Brownsboro Road Restaurant Management
Louisville, KY 40207
Wayne H. Wells 4350 Brownsboro Road Real Estate Executive
Louisville, KY 40207
Y. Peyton Wells, III 4350 Brownsboro Road Restaurant Management
Louisville, KY 40207
Bryant C. Wells 5202 Tomahawk Road Investments
Louisville, KY 40207
Darrell R. Wells is the Managing Partner of the Wells Family
Partnership. Mr. Wells is a United States citizen and during the last five
years he has not been [i] convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) nor [ii] been a party to a civil proceeding
of a judicialor administrative body of competent jurisdiction and, as a result
of such proceeding, 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 laws or finding any violation with respect to
such laws.
Wells Foundation, Inc.
(a) Name: Wells Foundation, Inc.
(b) Business Address: 4350 Brownsboro Road, Louisville, KY 40207
(c) Principal Business: Charitable Foundation
(d) State of Organization: Kentucky
Trustees and Executive Officers of the Wells Foundation, Inc.
Residence Present Principal
Name or Business Address Occupation or Employment
Darrell R. Wells 4350 Brownsboro Road General Partner, Security
Louisville, KY 40207 Management Company
Louis Crawford Wells 4350 Brownsboro Road Restaurant Management
Louisville, KY 40207
All of the trustees and executive officers of the Wells
Foundation, Inc. are citizens of the United States. During the last five years
Mr. Darrell R. Wells [i] has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor [ii] been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, 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 laws or finding
any violation with respect to such laws.
Trustees u/w of Agnes Clay Pringle deceased January 15, 1984 -- Catesby
M. Clay, McColl Pringle and Bank One, Lexington, NA. See above for information
with respect to Bank One, Lexington, NA.
Residence Present Principal
Name or Business Address Occupation or Employment
Catesby W. Clay 200 West Vine Street Chairman, Kentucky River Coal
Suite 8K Corporation; President,
Lexington, KY 40507 Runnymede Farm, Inc.
McColl Pringle 46 Legare Street Retired
Charleston, S.C. 29401
Each of Messrs. Clay and Pringle is a United States citizen
and during the last five years, none of them has been [i] convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
[ii] been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, 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 laws or finding
any violation with respect to such laws.
Trustees u/Trust Agreement Nancy Clay Hancock -- Bank One, Lexington, NA,
Seth W. Hancock and Nancy Clay Hancock. See above for information with respect
to Bank One, Lexington, NA.
Residence Present Principal
Name or Business Address Occupation or Employment
Seth W. Hancock c/o Claiborne Farm Partner and Manager, Claiborne
P.O. Box 150 Farm; President, Hancock Farms,
Paris, KY 40361 Inc.
Nancy Clay Hancock P.O. Box 150 Treasurer, Hancock Farms, Inc.
Paris, KY 40361
Each of Mr. Hancock and Ms. Hancock is a United States citizen
and during the last five years, neither of them has been [i] convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
[ii] been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, 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 laws or finding
any violation with respect to such laws.
Trustees u/Trust Agreement Waddell Walker Hancock II --Bank One,
Lexington, NA, Seth W. Hancock and Waddell W. Hancock, II. See above for
information with respect to Bank One, Lexington, NA.
Residence Present Principal
Name or Business Address Occupation or Employment
Seth W. Hancock c/o Claiborne Farm Partner and Manager,
P.O. Box 150 Claiborne Farm; President,
Paris, KY 40361 Hancock Farms, Inc.
Waddell W. Hancock, II P.O. Box 150 Director of Marketing and
Paris, KY 40361 Public Relations,
Hancock Farms, Inc.
Each of Mr. Hancock and Mr. Hancock is a United States citizen
and [i] during the last five years, neither of them has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) nor
[ii] been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result of such proceeding, 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.
W. Bruce Lunsford Foundation, Inc.
[a] Name: W. Bruce Lunsford Foundation, Inc.
[b] Business Address: 3300 Providian Center, Louisville,
KY 40202
[c] Principal Business: Charitable contributions
[d] State of Organization: Kentucky
Residence Present Principal
Name or Business Address Occupation or Employment
W. Bruce Lunsford 3300 Providian Center Chairman, President and Chief
Louisville, KY 40202 Executive Officer, Vencor, Inc.
(intensive care hospitals and
nursing homes)
Maria M. Livering 3300 Providian Center Director of Administrative Services,
Louisville, KY 40202 Vencor, Inc.
June C. King 3300 Providian Center Assistant General Counsel, Vencor,
Louisville, KY 40202 Inc.
All of the directors and executive officers of W. Bruce
Lunsford Foundation, Inc. are citizens of the United States and during the
last five years, none of the directors or executive officers of W. Bruce
Lunsford Foundation, Inc. has been [i] convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) nor [ii] been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, 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 laws or finding
any violation with respect to such laws.
APPENDIX II
NUMBER OF SHARES BENEFICIALLY OWNED
(revised as of April 18, 1995)
Sole Shared Sole Shared Aggregate Percent
Voting Voting Dispositive Dispositive Number Of
Name of Beneficial Owner Power Power Power Power Of Shares Class
- - ------------------------ ------- ------- ------------ ----------- --------- -------
ABC Partnership (1) 9,065 -- 9,065 -- 9,065 .2
John W. Barr III 2,000 -- 2,000 -- 2,000 .1
Charles W. Bidwill, Jr.(7) 219,340 2,919 219,340 2,919 222,259 5.9
Shauna Bidwill Valenzuela(7) 1,550 -- 1,550 -- 1,550 *
Catesby W. Clay 3,000 -- 3,000 -- 3,000 .1
Catesby Clay, Jim Clay and -- 9,380 -- 9,380 9,380 .2
James G. Kennan, III,
Co-Trustees u/w J.N. Camden,
deceased 1942(2)
Catesby Clay, Jim Clay and -- 23,300 -- 23,300 23,300 .6
James G. Kennan, III, Co-Trustees u/agreement
w/J.N. Camden(3)
Catesby Clay, McColl -- 10,950 -- 10,950 10,950 .3
Pringle and Bank
One, Lexington, NA
Co-Trustees
u/w Agnes Clay Pringle,
deceased 1984
William S. Farish 25,280 -- 25,280 -- 25,280 .7
J. David Grissom 10,050 -- 10,050 -- 10,050 .3
Bank One, Lexington, NA, -- 79,200 -- 79,200 79,200 2.1
Seth W. Hancock, Waddell W.
Hancock, Nancy Clay
Hancock and Waddell W.
Hancock, II
Co-Trustee u/w A.B.
Hancock, deceased
9/14/72
Seth W. Hancock, -- 9,030 -- 9,030 9,030 .2
Nancy Clay Hancock and
Bank One, Lexington, NA
u/agreement Nancy Clay
Hancock
Seth W. Hancock, -- 9,030 -- 9,030 9,030 .2
Waddell W. Hancock, II
and Bank One,
Lexington, NA
u/agreement Waddell
Walker Hancock, II
Seth W. Hancock 36,500 -- 36,500 -- 36,500 1.0
Sole Shared Sole Shared Aggregate Percent
Voting Voting Dispositive Dispositive Number Of
Name of Beneficial Owner Power Power Power Power Of Shares Class
Louis J. Herrmann, Jr. 40,065 -- 40,065 -- 40,065 1.1
Frank B. Hower Jr. 1,040 -- 1,040 -- 1,040 *
Stanley F. Hugenberg, Jr. 3,670 -- 3,670 -- 3,670 .1
Harriet S. Jones 10,000 -- 10,000 -- 10,000 .3
Mina Jones Cox 8,570 -- 8,570 -- 8,570 .2
Edna Veeneman Lewis 5,660 -- 5,660 -- 5,660 .1
W. Bruce Lunsford 100,030 -- 90,030 10,000 100,030 2.6
W. Bruce Lunsford Foundation, Inc. -- -- -- 10,000 --
Thomas H. Meeker(3) 29,437 -- 29,437 -- 29,437 .8
Carl F. Pollard 73,040 -- 73,040 -- 73,040 1.9
Wells Family 210,530 -- 210,530 -- 210,530 5.6
Partnership(4)
Wells Foundation, Inc. 22,400 -- 22,400 -- 22,400 .6
Mary Louise Whitney(5) 128,000 -- 128,000 -- 128,000 3.4
William T. Young 114,660 -- 114,660 -- 114,660 3.0
TOTAL 1,196,146 31.5(6)
* Less than .05 percent
(1) A general partnership formed under Kentucky law in which the partners
are Seth A. Hancock, Waddell Walker Hancock II and Nancy Clay Hancock.
(2) Held of record by CINAG, as nominee.
(3) Includes 16,900 shares not issued, but which are issuable upon exercise
of certain stock options held by Mr. Meeker, and 717 shares issuable to
Mr. Meeker under the Company's Incentive Compensation Plan.
(4) A general partnership formed under Kentucky law in which the partners
are Darrell R. Wells, Louis Crawford Wells, Wayne H. Wells, Y. Peyton
Wells, III, and Bryant C. Wells.
(5) Held of record by Kingsley & Co., as nominee.
(6) Based on total outstanding shares of 3,783,318 and shares beneficially
owned but not outstanding with respect to a reporting person. See Note
3 above.
(7) The 1,550 shares held by Shauna Bidwill Valenzuela are included in the
aggregate number of shares held by Charles W. Bidwill, Jr.
THIRD SUPPLEMENTAL STOCKHOLDER AGREEMENT
THIS THIRD SUPPLEMENTAL STOCKHOLDER AGREEMENT made as of the
18th day of April, 1995, by and among the undersigned stockholders of Churchill
Downs Incorporated in their individual, joint and/or fiduciary capacities as set
forth on the signature page(s) to this Agreement (the "Stockholders").
W I T N E S S E T H:
WHEREAS, the Stockholders have previously entered into a certain
Amended Second Supplemental Stockholder Agreement made as of January 7, 1992
(the "Agreement") regarding their interests in the common stock, no par value
(the "Stock") of Churchill Downs Incorporated (the "Company"); and
WHEREAS, pursuant to the terms thereof, the Agreement may be terminated
by the written consent of the holders of two-thirds (2/3) of the shares of Stock
subject thereto; and
WHEREAS, the holders of two-thirds (2/3) of such shares desire to
terminate the Agreement and enter into this Third Supplemental Stockholder
Agreement, on the terms and conditions as set forth below;
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements contained herein, and intending to be legally bound hereby, the
Stockholders agree as follows:
1. Effectiveness. This Agreement will become effective upon the
execution and delivery hereof by the holders of 900,000 shares of Stock, and
thereafter will become effective as to each additional Stockholder upon the
execution and delivery hereof by such Stockholder. This Agreement shall remain
in full force and effect until April 15, 1997, unless earlier terminated by the
written consent of the holders of two-thirds (2/3) of the shares of Stock
subject to this Agreement.
2. No Restrictions. Nothing in this Agreement shall restrict the right
of any Stockholder to vote his or her shares of Stock, to receive cash dividends
or to receive dividends payable in stock or receive shares of Stock in a stock
split, or to sell or dispose of shares of Stock except as specifically set forth
herein.
3. Allowable Transfers. Notwithstanding any other provision of this
Agreement, a Stockholder may transfer the shares of Stock owned by him or her,
without compliance with the terms of this Agreement, in the following instances:
1. pursuant to an offer to purchase or exchange not less than
all outstanding shares of Stock (other than shares owned by the offeror) which
the Board of Directors of the Company shall have recommended to Stockholders as
in the best interest of the stockholders of the Company as a whole and which an
independent financial advisor retained by the Company shall have determined to
be fair to the Company's stockholders from a financial point of view;
2. by operation of law;
3. by gift, will or pursuant to the laws of descent and
distribution;
4. by pledge to a financial institution; and
5. in a small transaction as provided in Paragraph 4
below;
provided that any recipient of shares of Stock pursuant to a sale, transfer,
assignment or disposition under Clauses B, C or D of this Paragraph 3 shall be
bound by this Agreement as if a signatory hereto and be considered a Stockholder
for all purposes of this Agreement.
4. Small Transactions. Notwithstanding any other provisions of this
Agreement, pursuant to the terms of this Paragraph 4, a Stockholder may transfer
the shares of Stock beneficially owned by him or her subject only to the
limitation that no Stockholder may transfer or cause to be transferred in any
single calendar month more than Three Thousand (3,000) shares of Stock
beneficially owned by such Stockholder, which right to transfer shall be
non-cumulative. The provisions of this Agreement shall not bind a transferree of
Stock transferred pursuant to the provisions of this Paragraph 4. For purposes
of this provision, all Stock "beneficially owned" by a Stockholder and subject
to the terms of this Agreement shall be aggregated. Beneficial ownership shall
be determined in accordance with Rule 16a-1(a)(2) of the Rules of the Securities
and Exchange Commission.
5. Right of First Refusal.
1. Except as provided in Paragraphs 3 and 4 above, no
Stockholder shall agree or commit (by the grant of option or otherwise) to sell,
transfer, pledge, assign or otherwise dispose of any shares of Stock now owned
or hereafter acquired by him or her without complying with the terms of this
Agreement. If a Stockholder desires to transfer any shares of Stock owned by him
or her to any person, including the Company and/or a Stockholder, such
Stockholder (the "Seller") shall immediately give written notice to the
Stockholder Representative (as designated below) of the complete terms and
conditions established by the Seller for the transfer of the Stock, including
the price, and the name of the proposed purchaser(s) of the Stock, if known, and
the Stockholder Representative shall immediately give written notice to the
Company, and all other Stockholders of such terms. Within five (5) days after
receipt of said notice, the Company may elect to acquire all or any part of such
shares offered for disposition at the price and upon the conditions set forth by
the Seller, which election if made shall be communicated to all Stockholders by
the Secretary of the Company. If the Company does not make the election
specified above as to all or any portion of the Shares of Stock within the five
(5) day time period, then the Stockholder Representative shall immediately mail
to all other Stockholders (the "Purchasing Stockholders") a written notice of
the terms of the offer as to all or the portion of shares of Stock which the
Company did not elect to acquire. The written notice shall be accompanied by a
form to be returned to the Stockholder Representative whereby a Purchasing
Stockholder can waive the right to purchase the stock offered by the Seller or
can indicate the number of shares of Stock, if any, which such Purchasing
Stockholder elects to purchase. Failure of a Stockholder to return the form to
the Stockholder Representative so that the form is actually received by the
Stockholder Representative on or before ten (10) days after the date of the
notice shall constitute a waiver of the Stockholder's right to purchase any of
the shares of Stock offered by the Seller. Each Stockholder may elect to acquire
any or all of the shares of Stock offered by the Seller. If the total number of
shares of Stock which all Purchasing Stockholders desire to purchase is less
than the number of shares of Stock the Seller offers to sell and is less than
the number of shares remaining after acquisition by the Company, each
Stockholder shall acquire that number of the shares of Stock which he or she
elected to acquire. If the total number of shares of Stock which all Purchasing
Stockholders elect to purchase is greater than the number of shares of Stock the
Seller offers to sell or is greater than the number of shares remaining after
acquisition by the Company, then each Purchasing Stockholder shall be entitled:
[1] to purchase the number of shares which each Purchasing Stockholder elected
to purchase if such number is equal to or less than such Stockholder's pro rata
portion of the shares offered by the Seller and remaining after acquisitions by
the Company, if any, such pro rata portion to be the total shares owned by such
Purchasing Stockholder divided by the shares owned by all Stockholders,
excluding the Seller, as of the date of the notice from the Stockholder
Representative; and, in addition, if a Purchasing Stockholder elects to purchase
a number of shares in excess of such Stockholder's pro rata portion as set forth
in [1] above, [2] to purchase a pro rata portion of all remaining shares offered
by the Seller and not purchased by the Company, such pro rata portion to be the
total number of Shares which the Purchasing Stockholder elected to purchase
divided by the total number of shares which all Purchasing Stockholders elected
to purchase. No fractional shares shall be created. All prorations shall be
rounded off to the nearest whole share.
2. The Stockholder Representative shall promptly notify the
Seller of the number of shares of Stock, if any, which the Company and/or
Purchasing Stockholders have elected to acquire and the closing of the
acquisition of the shares of Stock offered by the Seller shall be no later than
ten (10) days after the date of such notice from the Stockholder Representative
to the Seller. Any acquisition shall be on the same terms and conditions,
including price, as set forth in the offer made by the Seller.
3. If the Company and/or the Purchasing Stockholders elect not
to purchase all of the shares of Stock offered by the Seller, then the Seller
shall be free to sell the remaining shares of Stock in accordance with the terms
of the offer made by the Seller to the Stockholders and for a price equal to or
within ten percent (10%) of the price offered to the Stockholders (which
percentage adjustment shall be rounded to the nearest full dollar), for a period
of sixty (60) days after the Stockholder Representative notifies the Seller in
accordance with B above; provided, however, that at the end of such sixty (60)
day period all restrictions imposed by this Agreement shall again be applicable.
6. Additional Parties. It is recognized that other stockholders of the
Company may wish to join in this Agreement. Any stockholder may become a party
hereto by executing a counterpart copy of this Agreement setting forth next to
his or her signature the number of shares of Stock which he or she owns or in
which he or she has an interest and delivering an executed counterpart to the
Stockholder Representative appointed in Paragraph 14 hereof. The term
"Stockholder" shall include any stockholder of the Company who becomes a party
to this Agreement in accordance with the provisions of this Paragraph 6.
7. Remedies. The Stockholders agree that legal remedies for breach of
this Agreement will be inadequate and that this Agreement may be enforced by
injunctive or other equitable relief. The defaulting Stockholder(s) shall pay
any fees, costs or expenses (including attorney's fees) incurred by the Company
or the other Stockholders in enforcing this Agreement.
8. Binding Effect. All authority herein conferred or agreed to be
conferred by a Stockholder shall survive the death or incapacity of such
Stockholder. This Agreement shall inure to the benefit of, and be binding upon,
each of the parties hereto and each of their respective heirs, personal
representatives, successors and assigns, but shall not be binding upon a
transferee, other than a Stockholder, who acquires shares of Stock after
compliance with the terms hereof.
9. Notices. All notices given pursuant to this Agreement shall be in
writing and sent by registered or certified mail, return receipt requested, to
the party or parties to be given such notice at his or her address set forth
next to his or her signature hereto or to such other address as such party to be
given notice may have communicated to the sending party provided such
communication is received.
10. Counterparts. This Agreement may be executed in any
number of counterparts, all of which shall together constitute one and the
same instrument.
11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Kentucky.
12. Capacity. Each party to this Agreement, by his or her
execution hereof, shall have signed and entered into this Agreement in all
capacities set forth below.
13. Third Party Beneficiary. The Stockholders have entered into this
Agreement for the benefit of themselves, the Company and all other stockholders
of the Company, and if this Agreement is approved by the Company, the Company
shall be deemed a third party beneficiary of this Agreement and shall be
entitled to purchase Stock pursuant to the terms hereof and bring suit to
enforce the provisions hereof on behalf of itself and for the benefit of the
Stockholders. The Company shall not be bound by the provisions of this Agreement
with respect to any Stock owned by the Company. The Company may assign its
rights to acquire Stock under this Agreement to a non-stockholder including but
not limited to an employee stock ownership plan or other employee benefit plan
maintained by the Company.
14. Stockholder Representative. Thomas H. Meeker is hereby designated
as the Stockholder Representative and each of the undersigned appoints Thomas H.
Meeker his or her Attorney-In-Fact with full power to execute, file and record
any documents which said Attorney-In-Fact believes may be required with any
government agency as a result of this Agreement, including, but not limited to,
a Statement on Schedule 13D under the Securities Exchange Act of 1934 and all
amendments to such Statement and to take any actions necessary for the
enforcement of the terms of this Agreement, including but not limited to, filing
suit to enforce this Agreement. Each of the undersigned will provide the
information to be used in connection with such filings. This appointment shall
be deemed to be a power coupled with an interest and shall continue for the term
of this Agreement notwithstanding the bankruptcy, death, incompetence or
dissolution of any Stockholder. In the event of the death, disability or
transfer by Thomas H. Meeker of the shares of stock owned by him, the
Stockholders may, by action of the holders of a majority of the shares of Stock
subject to this Agreement, designate a new Stockholder Representative.
15. Notice to Transfer Agent. A copy of this Agreement shall be
delivered to the Bank of Louisville, Louisville, Kentucky, the registered
transfer agent for the Company, and any successor transfer agent, and shall
constitute an instruction on behalf of each Stockholder to refuse to make any
transfer in violation of the terms of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement in their respective capacities set forth below.
NAME OF STOCKHOLDER AND NO. OF
CAPACITY IN WHICH EXECUTING ADDRESS SHARES
- - ------------------------- -------------------- ----------
- - ------------------------- -------------------- ----------
- - ------------------------- -------------------- ----------
