As filed with the Securities and Exchange Commission
on December 21, 1998
Registration No. 333-62013
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CHURCHILL DOWNS INCORPORATED
(Exact name of registrant as specified in its charter)
Kentucky 61-0156015
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
700 Central Avenue
Louisville, Kentucky 40208
(Address of Principal Executive Offices)
CHURCHILL DOWNS INCORPORATED 1997 STOCK OPTION PLAN
(Full title of the plan)
Copy to:
Thomas H. Meeker, President Robert A. Heath, Esq.
Churchill Downs Incorporated Wyatt, Tarrant & Combs
700 Central Avenue 2800 Citizens Plaza
Louisville, Kentucky 40208 Louisville, Kentucky 40202
(Name and address of agent for service)
(502) 636-4400
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to
public: From time to time after the effective date of this
Registration Statement.
CALCULATION OF REGISTRATION FEE
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Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate offering registration
to be registered registered per share price fee
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See below.* * * * *
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*No additional securities are to be registered, and registration fees were paid
upon filing of the original Registration Statement No. 333-62013. Therefore, no
further registration fee is required.
Exhibit index on page 5.
1
CHURCHILL DOWNS INCORPORATED
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to that certain Registration
Statement on Form S-8 (File No. 333-62013) is being filed to include herewith
Exhibit 23(c), consent of independent accountants.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Louisville,
Commonwealth of Kentucky, on December 21, 1998.
CHURCHILL DOWNS INCORPORATED
By /s/ Thomas H. Meeker
Thomas H. Meeker, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-8 has been
signed below by the following persons on the 21st day of December, 1998 in the
capacities indicated:
Signature Title
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* President, Chief Executive
Thomas H. Meeker Officer (Principal Executive
Officer) and Director
* Vice President, Finance and Treasurer
Vicki L. Baumgardner (Principal Accounting Officer)
* Senior Vice President, Finance and
Robert L. Decker Development, and Chief Financial
Officer (Principal Financial Officer)
*
Charles W. Bidwill, Jr. Director
William S. Farish Director
*
J. David Grissom Director
3
*
Seth W. Hancock Director
*
Daniel P. Harrington Director
*
G. Watts Humphrey, Jr. Director
*
Frank B. Hower, Jr. Director
*
W. Bruce Lunsford Director
*
Carl F. Pollard Director
*
Dennis D. Swanson Director
*
Darrell R. Wells Director
*
Arthur B. Modell Director
*/s/ Thomas H. Meeker
By Thomas H. Meeker, as
attorney in fact pursuant to
power of attorney filed as
Exhibit 24 to Registration
Statement.
4
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit Page
4(a) Churchill Downs Incorporated 1997 Stock Option Plan
incorporated by reference to Exhibit 10(n) of the
Registrant's report on Form 10-K for the year ended
December 31, 1997.
4(b) Amended and Restated Articles of Incorporation of the
Registrant incorporated by reference to Exhibit 3(e)
of the Registrant's report on Form 10-Q for the fiscal
quarter ended June 30, 1998.
4(c) Restated Bylaws of the Registrant as amended
incorporated by reference to Exhibit 3(i) of the
Registrant's report on Form 10-Q for the fiscal
quarter ended June 30, 1998.
4(d) Specimen Stock Certificate incorporated by reference
to Exhibit 4(d) to the Registrant's Registration
Statement on Form S-8, File No. 33-85012.
5 Opinion of Wyatt, Tarrant & Combs as to the legality *
of the Common Stock.
23(a) Consent of PricewaterhouseCoopers LLP. *
23(b) Consent of Wyatt, Tarrant & Combs (included in *
Exhibit 5)
23(c) Consent of Ernst & Young, LLP 6
24 Power of Attorney (included on signature page of *
this Registration Statement).
* Previously filed.
5
EXHIBIT 23(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in Post Effective Amendment No. 1
to the Registration Statement (Form S-8) pertaining to the Churchill Downs
Incorporated 1997 Stock Option Plan of our report dated April 7, 1998,with
respect to the consolidated financial statements of Racing Corporation of
America included in Churchill Downs Incorporated's Current Report (Form 8-K)
dated April 21, 1998 (as amended).
/s/ Ernst & Young LLP
December 15, 1998
Louisville, Kentucky
6
