UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
10-Q/A
(X)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2005
OR
(
) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
For
the transition period from _____
to
_____
Commission
file number 0-1469
(Exact
name of registrant as specified in its charter)
|
Kentucky
|
61-0156015
|
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
700
Central Avenue, Louisville, Kentucky 40208
(Address
of principal executive offices) (zip code)
(502)
636-4400
(Registrant's
telephone number, including area code)
Indicate
by check mark whether the registrant (1) has filed all reports required to
be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for
the past 90 days.
Yes
X
No____
Indicate
by check mark whether the registrant is an accelerated filer (as defined in
Rule
12b-2 of the Exchange Act). Yes
X
No____
The
number of shares outstanding of registrant's common stock at March 8, 2006
was
13,178,848 shares.
EXPLANATORY
NOTE
This
Amendment on Form 10-Q/A to the Churchill Downs Incorporated Quarterly Report
on
Form 10-Q for the quarterly period ended March 31, 2005 is being filed solely
to
amend Item 5 of Part II to include information that otherwise was required
to be
filed on Form 8-K under the heading “Item 1.01. Entry into a Material Definitive
Agreement.” Current Section 302 certifications of our Principal Executive
Officer and Principal Financial Officer required to be filed in support of
this
Amendment, have been executed as of the date of this Amendment and filed
herewith as Exhibits 31(i)(a) and 31(i)(b).
PART
II. -- OTHER INFORMATION
|
ITEM
5.
|
OTHER
INFORMATION
|
|
On
March 9, 2005, the Compensation Committee (the “Committee”) of the Board
of Directors of Churchill Downs Incorporated (the “Company”) took the
following actions relating to executive compensation.
|
|
|
The
Committee approved performance goals of the Chief Executive Officer
and
the Company’s other “named executive officers” (as defined by Item
402(a)(3) of Regulation S-K) established for participation in the
Amended
and Restated Incentive Compensation Plan (1997) (the “Plan”) for the
calendar year 2005. For each named executive officer other than the
Chief
Executive Officer, the Committee established a target individual
payout
percentage ranging from 40% to 60% of base salary. The Chief Executive
Officer’s target individual payout was established at 100% of base salary.
The awards under the Plan are based on the calculation of three
components: Company performance in the area of earnings before taxes,
unit
performance and individual performance to pre-set individual goals.
The
Board of Directors recommended the goals for the Chief Executive
Officer
to the shareholders of the Company who approved them at the Annual
Meeting
of Shareholders held on June 16, 2005 so that any compensation paid
under
the Plan would qualify as performance-based compensation under Internal
Revenue Code Section 162(m) and allow the Company to take a tax deduction
in the amount of the bonus paid. Pursuant to the Plan, the Committee
retains discretion to exclude certain extraordinary items from the
calculation of the Company’s performance.
|
|
|
The
Committee also approved the payout of cash bonuses for 2004 to the
Company’s named executive officers. The Committee exercised its discretion
to exclude certain extraordinary items from the calculation of the
Company’s performance and approved the following cash bonuses to be paid
to the Company’s named executive officers: Mr. Meeker, $121,633; Mr.
Miller, $54,873; Mr. Sexton, $55,968; Mr. Baedeker, $30,978; and
Mr.
Goodrich, $59,529.
|
|
ITEM
6.
|
EXHIBITS
|
See
exhibit index.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
|
CHURCHILL
DOWNS INCORPORATED
|
|
|
March
9, 2006
|
/s/ Thomas H. Meeker |
|
Thomas
H. Meeker
President
and Chief Executive Officer
(Principal
Executive Officer)
|
|
|
March
9, 2006
|
/s/ Michael E. Miller |
|
Michael
E. Miller
Executive
Vice President and
Chief
Financial Officer
(Principal
Financial and Accounting Officer)
|
EXHIBIT
INDEX
|
Numbers
|
Description
|
By
Reference To
|
|
31(i)(a)
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
Report
on Form 10-Q/A for the fiscal quarter ended March 31,
2005
|
|
31(i)(b)
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
Report
on Form 10-Q/A for the fiscal quarter ended March 31,
2005
|