-----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, Nf631gOCdovs3BheV0kvkKpP3fNhzV1P4UyDYIXGGsX1Bvif+XWDwLOYOzFnh8KJ fEmLZTH9ZTqH+V6Ew6LlrA== 0000020212-98-000020.txt : 19981222 0000020212-98-000020.hdr.sgml : 19981222 ACCESSION NUMBER: 0000020212-98-000020 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981221 EFFECTIVENESS DATE: 19981221 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHURCHILL DOWNS INC CENTRAL INDEX KEY: 0000020212 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 610156015 STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: SEC FILE NUMBER: 333-62013 FILM NUMBER: 98773016 BUSINESS ADDRESS: STREET 1: 700 CENTRAL AVE CITY: LOUISVILLE STATE: KY ZIP: 40208 BUSINESS PHONE: 5026364400 MAIL ADDRESS: STREET 1: 700 CENTRAL AVENUE STREET 2: 700 CENTRAL AVENUE CITY: LOUIVILLE STATE: KY ZIP: 40208 S-8 POS 1 As filed with the Securities and Exchange Commission on December 21, 1998 Registration No. 333-62013 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- 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 - -------------------------------------------------------------------------------- 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 - --------------------------------------------------------------------------------------------------------------- See below.* * * * * - ---------------------- ---------------------- ---------------------- --------------------- ------------------
*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 - --------- ----- * 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 -----END PRIVACY-ENHANCED MESSAGE-----