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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 1998
CHURCHILL DOWNS INCORPORATED
(Exact name of registrant as specified in its charter)
Kentucky 0-01469 61-0156015
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
700 Central Avenue, Louisville, Kentucky 40208
(Address of principal executive offices)
(502) 636-4400
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
Description of Capital Stock
Our Amended and Restated Articles of Incorporation authorize us to issue
20,000,000 shares of common stock, no par value per share, and 250,000 shares of
preferred stock, no par value per share. As of December 14, 1998, 7,525,041
shares of common stock were outstanding. The holders of the Company's common
stock have the right to one vote per share on all matters which require their
vote, except that in the election of directors, each holder of common stock has
as many votes as results from multiplying the number of shares held by each
shareholder by the number of directors to be elected. Each common shareholder
may divide the total number of votes such shareholder is entitled to cast
among the total number of directors to be elected, or distribute the votes among
any lesser number in such proportion as the holder may determine. Subject to
rights of any preferred shareholders, common shareholders have the right to
receive any dividends that the Board of Directors may declare. In the event that
we liquidate, dissolve or wind up our business, we will pay our preferred
shareholders, if any, first (subject to the rights of creditors). We will
distribute all of the remaining available assets to our common shareholders, in
proportion to the number of shares that each common shareholder holds. Shares
of common stock are not redeemable and do not have subscription, conversion or
preemptive rights. There are no redemption or sinking fund provisions available
to the common stock. All outstanding shares of common stock are fully paid and
non-assessable.
The Board of Directors may issue shares of the preferred stock from time
to time, in one or more series, without shareholder approval. The Board of
Directors determines the designation, relative rights, preferences and
limitations of each series of preferred stock. The issuance of preferred stock
may delay, defer or prevent a change in control of the Company without further
action by the shareholders, may decrease the voting power and other rights of
the holders of common stock and may have the effect of decreasing the market
price of the common stock. At present, there are no shares of preferred stock
outstanding.
Pursuant to the Company's shareholder rights plan adopted March 19,
1998, the Company declared a dividend of one preferred stock purchase right for
each outstanding share of common stock and each share of common stock issued
thereafter. The rights are transferable only with the common stock until they
become exercisable. The rights will not be exercisable until the plan
distribution date and will expire on March 19, 2008, the expiration date, unless
we redeem them earlier. Each right, when it becomes exercisable, will entitle
the holder to purchase from us 1/1000th of a share of preferred stock at a
purchase price of $80, subject to adjustment in certain circum stances. Under
the rights plan, the plan distribution date will not occur until any person or
group acquires or makes a tender offer for 15% or more of the Company's
outstanding common stock.
Until the plan distribution date, the rights will be evidenced by the
certificates for common stock registered in the names of holders. As soon as
practical following the plan distribution date, separate certificates evidencing
the rights will be mailed to common stockholders of record. Until a right is
exercised, the holder has no rights as a shareholder of the Company.
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If any person or group acquires 15% or more of our common stock, rights
holders will be entitled to buy for the purchase price, that number of 1/1000ths
of a preferred share equivalent to the number of shares of common stock that at
the time have a market value of twice the purchase price. If we are acquired in
a business combination, rights holders will be entitled to buy, for the purchase
price, that number of shares of the acquiring corporation that, at the time,
have a market value of twice the purchase price. The Board has the right to
redeem the rights in certain circumstances for $.01 per right, subject to
adjustment.
The rights plan is designed to protect our shareholders in the event of
unsolicited offers to acquire the Company and other coercive takeover tactics,
which, in the Board's opinion, would impair its ability to represent shareholder
interests. The rights plan may make an unsolicited takeover more difficult or
less likely to occur or may prevent a takeover, even though it may offer our
shareholders the opportunity to sell their stock at a price above the prevailing
market rate and may be favored by a majority of our shareholders.
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Item 7. Financial Statements and Exhibits.
c) Exhibits
Exhibit
Number Description
4.1 Amended and Restated Articles of Incorporation of the Company
incorporated by reference to Exhibit 3(e) of the Company's report
on Form 10-Q for the fiscal quarter ended June 30, 1998.
4.2 Restated Bylaws of the Company as amended incorporated by reference
to Exhibit 3(i) of the Company's report on Form 10-Q for the fiscal
quarter ended June 30, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
CHURCHILL DOWNS INCORPORATED
(Registrant)
By: /s/ Thomas H. Meeker
Thomas H. Meeker, President
Date: December 14, 1998
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CHURCHILL DOWNS INCORPORATED
FORM 8-K
INDEX TO EXHIBITS
Exhibit Sequential
Number Exhibit Title Page No.
4.1 Amended and Restated Articles of Incorporation of the Company
incorporated by reference to Exhibit 3(e) of the Company's report on
Form 10-Q for the fiscal quarter ended June 30, 1998.
4.2 Restated Bylaws of the Company as amended incorporated by reference
to Exhibit 3(i) of the Company's report on Form 10-Q for the fiscal
quarter ended June 30, 1998.
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