-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V/jVswesMC0PheUcIY7e2ThEG0Qa2M5MuwZDaiXacfpYIG3Q2XRo8KSD8tcgTaWd HjfyHybq03hJwaoe20RVGA== 0000944427-95-000003.txt : 19980129 0000944427-95-000003.hdr.sgml : 19980129 ACCESSION NUMBER: 0000944427-95-000003 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950425 DATE AS OF CHANGE: 19980127 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHURCHILL DOWNS INC CENTRAL INDEX KEY: 0000020212 STANDARD INDUSTRIAL CLASSIFICATION: 7948 IRS NUMBER: 610156015 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-30865 FILM NUMBER: 95531111 BUSINESS ADDRESS: STREET 1: 700 CENTRAL AVE CITY: LOUISVILLE STATE: KY ZIP: 40208 BUSINESS PHONE: 5026364400 MAIL ADDRESS: STREET 2: 700 CENTRAL AVENUE CITY: LOUIVILLE STATE: KY ZIP: 40208 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEEKER THOMAS H CENTRAL INDEX KEY: 0000943971 STANDARD INDUSTRIAL CLASSIFICATION: 7948 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 700 CENTRAL AVE CITY: LOUISVILLE STATE: KY ZIP: 40208 BUSINESS PHONE: 5026364400 MAIL ADDRESS: STREET 2: 700 CENTRAL AVENUE CITY: LOUIVILLE STATE: KY ZIP: 40208 SC 13D 1 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.
EX-1 2 THIRD SUPPLEMENTAL STOCKHOLDER AGREEMENT 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. 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