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Churchill Downs Incorporated Completes Merger With Duchossois Industries Inc.8 September 2000LOUISVILLE, Kentucky –(Press Release) -- Sept. 8, 2000 -- Churchill Downs Incorporated (Nasdaq: CHDN) and Duchossois Industries Inc. (``DII''), a privately held company, today announced that they have completed an agreement that merges three wholly owned subsidiaries of CDI with Arlington International Racecourse Inc., Arlington Management Services Inc. and Turf Club of Illinois Inc. -- all DII companies that own and operate the Chicago-area racetrack and five off-track betting and pari-mutuel operations in Illinois. Plans for the merger were initially announced in June 2000. Under the terms of the agreement, CDI issued 3.15 million shares of its common stock to DII and could issue up to an additional 1.25 million shares of CDI stock through an earn-out provision. CDI shareholders approved the issuance of up to 4.4 million shares of stock earlier today at a special meeting. With the closing of the merger transaction today and the issuance of shares to DII, CDI now has more than 13 million shares outstanding. Richard L. Duchossois, chairman of DII, will serve as a CDI director and as a member of the board's executive committee and will continue as chairman of Arlington's operating board. Additionally, Craig J. Duchossois and Robert L. Fealy will join CDI's board of directors, which was expanded from 12 to 15 members. Scott Mordell will continue as Arlington's president and chief executive officer. ``We look forward to working with community leaders and horsemen in Illinois to strengthen the Thoroughbred industry in that state,'' said Thomas H. Meeker, CDI's president and chief executive officer. ``Additionally, we heartily welcome Arlington's staff and management team to the CDI family, and we are very pleased that Richard Duchossois, Craig Duchossois and Robert Fealy will be joining our board of directors. Their leadership and expertise will be a tremendous asset to our Company as we continue to pursue our strategic initiatives.'' Meeker added. ``This day is historical for racing,'' said Richard L. Duchossois, chairman of DII. ``We are combining two great companies into a strong leader within the Thoroughbred industry. The merger will benefit both CDI and Arlington, and, more important, it will strengthen our industry. Churchill Downs and Arlington are premier operations that together can create opportunities that will fortify racing both in Illinois and North America as well as benefit the horsemen and fans who participate in our sport.'' |