UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITY
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): March 4, 2007
(Exact
name of registrant as specified in its charter)
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Kentucky
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0-1469
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61-0156015
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(State
of incorporation)
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(Commission
file number)
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(IRS
Employer Identification No.)
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700
Central Avenue, Louisville, Kentucky 40208
(Address
of principal executive offices)
(Zip
Code)
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(502) 636-4400
(Registrant’s
telephone number, including area
code)
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Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
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[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (18
CFR
230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
Marcy
4, 2007, Churchill Downs Incorporated (the “Company”) entered into a series of
customer-focused agreements with Magna Entertainment Corp. (“MEC”) to enhance
wagering integrity and security, to own and operate the television network
known
as HRTV, to buy and sell horse racing content, and to promote the availability
of horse racing signals to customers worldwide. Additionally, the Company is
launching its own advance deposit wagering platform, www.twinspires.com.
Effective
March 4, 2007, the Company and MEC have entered into a reciprocal content swap
agreement to exchange their respective horse racing signals with each other.
Through
the agreement, the Company’s racing content will be available for wagering
through MEC-owned tracks and simulcast-wagering facilities and through MEC’s
advance deposit wagering (“ADW”) platform, XpressBet. Similarly, MEC racing
content will be available for wagering through the Company tracks and off-track
betting (“OTB”) facilities and through a Company-owned ADW platform,
www.twinspires.com, that is under development and will launch later this year.
The
Company and MEC have also formed a venture called TrackNet Media Group, LLC
through which their respective horse racing content will be available to third
parties, including racetracks, OTBs, casinos and ADW companies. TrackNet Media
Group, LLC will also purchase horse racing content from third parties to make
available through the Company and MEC’s respective outlets. In addition, the
Company has purchased a 50-percent interest in a venture which will own and
operate the horse racing TV channel currently owned by MEC, HRTV.
The
Company is currently developing its own ADW platform, www.twinspires.com,
which
will launch later this year. The site will offer racing fans the opportunity
to
wager on the Company- and MEC-owned racing content as well as other racing
content made available through TrackNet Media Group, LLC’s licensing agreements.
Copies
of
the Limited Liability Company Operating Agreements are attached hereto as
Exhibits 10.1 and 10.2 and are incorporated herein by reference.
Item
8.01. Other Events.
On
March
5, 2007, the Company issued a press release, a copy of which is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by
reference into this Item 8.01.
2
Item
9.01. Financial Statements and Exhibits.
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(d)
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Exhibits
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10.1
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March
4, 2007 Limited Liability Company Operating Agreement of HRTV, LLC
between
Churchill Downs Incorporated, CD
HRTV HC, LLC,
Magna Entertainment Corp. and MEC HRTV HOLDCO, LLC
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10.2
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March
4, 2007 Limited Liability Company Operating Agreement of Tracknet
Media
Group, LLC between Churchill Downs Incorporated, CD
CONTENTCO HC, LLC,
Magna Entertainment Corp. and MEC CONTENT HOLDCO, LLC
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99.1
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Press
Release issued by Churchill Downs Incorporated, dated March 5,
2007
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SIGNATURE
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 thereunto,
duly authorized.
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CHURCHILL
DOWNS INCORPORATED
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March
6, 2007
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/s/
Michael W. Anderson
By:
Michael W. Anderson
Title:
Principal Financial Officer
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3