SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Churchill Downs Incorporated
(Name of Issuer)
Common Stock
(Title of Class of Securities)
171484108
(CUSIP Number)
James E. McKee
Gabelli Asset Management Inc.
One Corporate Center
Rye, New York 10580-1435
(914) 921-5294
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
July 21, 2005
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Section 240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box.
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Funds, LLC
I.D. NO. 13-4044523
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
83,500 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
83,500 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,500 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.65%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GAMCO Investors, Inc.
I.D. NO. 13-4044521
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Funds of investment advisory clients
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
524,437 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
572,937 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
572,937 (Item 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.43%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA, CO
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MJG Associates, Inc.
I.D. NO. 06-1304269
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Client Funds
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
5,650 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
5,650 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,650 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.04%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Securities, Inc.
I.D. NO. 13-3379374
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
SOURCE OF FUNDS (SEE INSTRUCTIONS)
00-Client Funds
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
1,000 (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
1,000 (Item 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,000 (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
GGCP, Inc.
I.D. NO. 13-3056041
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Gabelli Asset Management Inc.
I.D. NO. 13-4007862
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
None
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
None
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
HC, CO
CUSIP No. 171484108
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mario J. Gabelli
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b)
3
SEC USE ONLY
4
Source of funds (SEE INSTRUCTIONS)
00 - Funds of Family Partnership
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2 (d) OR 2 (e)
6
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
7
SOLE VOTING POWER
None (Item 5)
8
SHARED VOTING POWER
NONE
9
SOLE DISPOSITIVE POWER
NONE (ITEM 5)
10
SHARED DISPOSITIVE POWER
NONE
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
NONE (ITEM 5)
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) X
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.00%
14
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
Item 1. Security and Issuer
The class of equity securities to which this statement on
Schedule 13D relates is the Common Stock ("Securities") of
Churchill Downs Incorporated (the "Issuer"), a Kentucky
corporation with principal offices located at 700 Central Avenue, Louisville,
Kentucky, 40208.
Item 2. Identity and Background
This statement is being filed by Mario J. Gabelli ("Mario
Gabelli") and various entities which he
directly or indirectly controls or for which he acts as chief investment
officer. These entities, except for Lynch Corporation ("Lynch") and Lynch
Interactive Corporation ("Interactive"), engage in various aspects of the
securities business, primarily as investment adviser to various institutional
and individual clients, including registered investment companies and pension
plans, and as general partner of various private investment partnerships.
Certain of these entities may also make investments for their own accounts.
The foregoing persons in the aggregate often own beneficially
more than 5% of a class of a particular issuer. Although several of the
foregoing persons are treated as institutional investors for purposes of
reporting their beneficial ownership on the short-form Schedule 13G, the
holdings of those who do not qualify as institutional investors may exceed
the 1% threshold presented for filing on Schedule 13G or implementation of
their investment philosophy may from time to time require action which could
be viewed as not completely passive. In order to avoid any question as to
whether their beneficial ownership is being reported on the proper form and
in order to provide greater investment flexibility and administrative
uniformity, these persons have decided to file their beneficial ownership
reports on the more detailed Schedule 13D form rather than on the short-form
Schedule 13G and thereby to provide more expansive disclosure than may be
necessary.
(a), (b) and (c) - This statement is being filed by one or more
of the following persons: GGCP, Inc. formerly known as Gabelli Group Capital
Partners, Inc. ("GGCP"), Gabelli Asset Management Inc. ("GBL"), Gabelli
Funds, LLC ("Gabelli Funds"), GAMCO Investors, Inc. ("GAMCO"), Gabelli
Advisers, Inc. ("Gabelli Advisers"), Gabelli Securities, Inc. ("GSI"),
Gabelli & Company, Inc. ("Gabelli & Company"), Gabelli & Company, Inc. Profit
Sharing Plan (the "Plan"), MJG Associates, Inc. ("MJG Associates"), Gabelli
Foundation, Inc. ("Foundation"), Mario Gabelli, Lynch, and Interactive.
Those of the foregoing persons signing this Schedule 13D are hereafter
referred to as the "Reporting Persons".
GGCP makes investments for its own account and is the parent
company of GBL. GBL, a public company listed on the New York Stock Exchange,
is the parent company for a variety of companies engaged in the securities
business, including those named below.
GAMCO, a wholly-owned subsidiary of GBL, is an investment adviser
registered under the Investment Advisers Act of 1940, as amended ("Advisers
Act"). GAMCO is an investment manager providing discretionary managed
account services for employee benefit plans, private investors, endowments,
foundations and others.
GSI, a majority-owned subsidiary of GBL, acts as a general
partner or investment manager to limited partnerships and offshore investment
companies and as a part of its business may purchase or sell securities for
its own account. It is the immediate parent of Gabelli & Company. GSI is the
Investment Manager of Gabelli Associates Fund, Gabelli Associates Fund II,
Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli Multimedia
Partners, L.P. GSI and Marc Gabelli own 45% and 55%, respectively, of
Gabelli Securities International Limited ("GSIL"). GSIL provides investment
advisory services to offshore funds and accounts. GSIL is an investment
advisor of Gabelli International Gold Fund Limited, Gabelli European
Partners, Ltd., and Gabelli Global Partners, Ltd.
Gabelli & Company, a wholly-owned subsidiary of GSI, is a broker-
dealer registered under the Securities Exchange Act of 1934, as amended
("1934 Act"), which as a part of its business regularly purchases and sells
securities for its own account.
Gabelli Funds, a wholly owned subsidiary of GBL, is a limited
liability company. Gabelli Funds is an investment adviser registered under
the Advisers Act which presently provides discretionary managed account
services for The Gabelli Equity Trust Inc., The Gabelli Asset Fund, The
Gabelli Growth Fund, The Gabelli Convertible and Income Securities Fund,
Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth Fund, The
Gabelli Equity Income Fund, The Gabelli ABC Fund, The Gabelli Global
Telecommunications Fund, Gabelli Gold Fund, Inc., The Gabelli Global
Multimedia Trust Inc., The Gabelli Global Convertible Securities Fund,
Gabelli Capital Asset Fund, Gabelli International Growth Fund, Inc., The
Gabelli Global Growth Fund, The Gabelli Utility Trust, The Gabelli Global
Opportunity Fund, The Gabelli Utilities Fund, The Gabelli Blue Chip Value
Fund, The Gabelli Mathers Fund, The Gabelli Woodland Small Cap Value Fund,
The Comstock Capital Value Fund, The Comstock Strategy Fund, The Gabelli
Dividend and Income Trust, and The Gabelli Global Utility & Income Trust
(collectively, the "Funds"), which are registered investment companies.
Gabelli Advisers, a subsidiary of GBL, is an investment adviser
which provides discretionary advisory services to The Gabelli Westwood Mighty
Mitessm Fund.
The Plan, a qualified employee profit sharing plan, covers
substantially all employees of GBL and its affiliates.
MJG Associates provides advisory services to private investment
partnerships and offshore funds. Mario Gabelli is the sole shareholder,
director and employee of MJG Associates. MJG Associates is the Investment
Manager of Gabelli International Limited, Gabelli International II Limited,
Gabelli Performance Partnership, and Gabelli Fund, LDC.
The Foundation is a private foundation. Mario Gabelli is the
President, a Trustee and the
Investment Manager of the Foundation.
Lynch is a public company traded on the American Stock Exchange
engaged in manufacturing. Interactive is a public company listed on the
American Stock Exchange and is a holding company with operating subsidiaries
engaged primarily in the rural telephone industry. Lynch and Interactive
actively pursue new business ventures and acquisitions. Lynch and Interactive
make investments in marketable securities to preserve capital and maintain
liquidity for financing their business activities and acquisitions and are
not engaged in the business of investing, reinvesting, or trading in
securities. Mario J. Gabelli is a director, officer and a substantial
shareholder of Interactive and a substantial shareholder of Lynch.
Mario Gabelli is the majority stockholder and Chairman of the Board
of Directors and Chief Executive Officer of GGCP and GBL, and the Chief
Investment Officer for each of the Reporting Persons other than Lynch. GGCP is
the majority shareholder of GBL. GBL, in turn, is the sole stockholder of
GAMCO. GBL is also the majority stockholder of GSI and the largest shareholder
of Gabelli Advisers. Gabelli & Company is a wholly-owned subsidiary of GSI.
The Reporting Persons do not admit that they constitute a group.
GGCP, GBL, GAMCO, and Gabelli & Company are New York corporations
and GSI and Gabelli Advisers are Delaware corporations, each having its
principal business office at One Corporate Center, Rye, New York 10580.
Gabelli Funds is a New York limited liability company having its principal
business office at One Corporate Center, Rye, New York 10580. MJG Associates
is a Connecticut corporation having its principal business office at 140
Greenwich Avenue, Greenwich, CT 06830. The Foundation is a Nevada corporation
having its principal offices at 165 West Liberty Street, Reno, Nevada 89501.
Lynch is an Indiana corporation having its principal business office at 50
Kennedy Plaza, Suite 1250, Providence, Rhode Island 02903. Interactive is a
Delaware corporation having its principal place of business at One Corporate
Center, Rye, New York 10580.
For information required by instruction C to Schedule 13D with
respect to the executive officers and directors of the foregoing entities and
other related persons (collectively, "Covered Persons"), reference is made to
Schedule I annexed hereto and incorporated herein by reference.
(f) - Reference is made to Schedule I hereto.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons used an aggregate of approximately
$25,753,636 to purchase the Securities reported as beneficially owned in Item
5. GAMCO and Gabelli Funds used approximately $23,437,077 and $2,063,424
respectively, of funds that were provided through the accounts of certain of
their investment advisory clients (and, in the case of some of such accounts at
GAMCO, may be through borrowings from client margin accounts) in order to
purchase the Securities for such clients. MJG Associates used approximately
$214,259 of client funds to purchase the Securities reported by it. GSI used
approximately $38,876 of client funds to purchase the Securities reported by
it.
Item 4. Purpose of Transaction
Each of the Reporting Persons has purchased and holds the
Securities reported by it for investment for one or more accounts over which
it has shared, sole, or both investment and/or voting power, for its own
account, or both.
The Reporting Persons, with the exceptions of Lynch and
Interactive, are engaged in the business of securities analysis and
investment and pursue an investment philosophy of identifying undervalued
situations. In pursuing this investment philosophy, the Reporting Persons
analyze the operations, capital structure and markets of companies in which
they invest, including the Issuer, on a continuous basis through analysis of
documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the invitation
of management). The Reporting Persons do not believe they possess material
inside information concerning the Issuer. As a result of these analytical
activities one or more of the Reporting Persons may issue analysts reports,
participate in interviews or hold discussions with third parties or with
management in which the Reporting Person may suggest or take a position with
respect to potential changes in the operations, management or capital
structure of such companies as a means of enhancing shareholder values. Such
suggestions or positions may relate to one or more of the transactions
specified in clauses (a) through (j) of Item 4 of Schedule 13D including,
without limitation, such matters as disposing of one or more businesses,
selling the company or acquiring another company or business, changing
operating or marketing strategies, adopting or not adopting, certain types of
anti-takeover measures and restructuring the company's capitalization or
dividend policy.
Each of the Reporting Persons intends to adhere to the foregoing
investment philosophy with respect to the Issuer. However, none of the
Reporting Persons intends to seek control of the Issuer or participate in the
management of the Issuer, and any Reporting Person that is registered as an
investment company under the 1940 Act will participate in such a transaction
only following receipt of an exemption from the SEC under Rule 17d-1 under
the 1940 Act, if required, and in accordance with other applicable law. In
pursuing this investment philosophy, each Reporting Person will continuously
assess the Issuer's business, financial condition, results of operations and
prospects, general economic conditions, the securities markets in general and
those for the Issuer's securities in particular, other developments and other
investment opportunities, as well as the investment objectives and
diversification requirements of its shareholders or clients and its fiduciary
duties to such shareholders or clients. Depending on such assessments, one
or more of the Reporting Persons may acquire additional Securities or may
determine to sell or otherwise dispose of all or some of its holdings of
Securities. Although the Reporting Persons share the same basic investment
philosophy and although most portfolio decisions are made by or under the
supervision of Mario Gabelli, the investment objectives and diversification
requirements of various clients differ from those of other clients so that
one or more Reporting Persons may be acquiring Securities while others are
disposing of Securities.
With respect to voting of the Securities, the Reporting Persons
have adopted general voting policies relating to voting on specified issues
affecting corporate governance and shareholder values. Under these policies,
the Reporting Persons generally vote all securities over which they have
voting power in favor of cumulative voting, financially reasonable golden
parachutes, one share one vote, management cash incentives and pre-emptive
rights and against greenmail, poison pills, supermajority voting, blank check
preferred stock and super-dilutive stock options. Exceptions may be made
when management otherwise demonstrates superior sensitivity to the needs of
shareholders. In the event that the aggregate voting position of all joint
filers shall exceed 25% of the total voting position of the issuer then the
proxy voting committees of each of the Funds shall vote their Fund's shares
independently.
Each of the Covered Persons who is not a Reporting Person has
purchased the Securities reported herein as beneficially owned by him for
investment for his own account or that of one or more members of his
immediate family. Each such person may acquire additional Securities or
dispose of some or all of the Securities reported herein with respect to him.
Other than as described above, none of the Reporting Persons and
none of the Covered Persons who is not a Reporting Person has any present
plans or proposals which relate to or would result in any transaction, change
or event specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest In Securities Of The Issuer
(a) The aggregate number of Securities to which this Schedule 13D
relates is 663,087 shares, representing 5.13% of the 12,928,711 shares
outstanding as reported in the Issuer's most recent Form 10-Q for the quarter
ended March 31, 2005. The Reporting Persons beneficially own those Securities
as follows:
Name
Shares of
Common Stock
% of Class of
Common
Gabelli Funds
83,500
0.65%
GAMCO
572,937
4.43%
MJG Associates
GSI
Mario J. Gabelli
5,650
1,000
0
0.04%
0.01%
0.00%
Mario Gabelli is deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons. GSI is deemed
to have beneficial ownership of the Securities owned beneficially by Gabelli &
Company. GBL and GGCP are deemed to have beneficial ownership of the
Securities owned beneficially by each of the foregoing persons other than Mario
Gabelli and the Foundation.
(b) Each of the Reporting Persons and Covered Persons has the sole
power to vote or direct the vote and sole power to dispose or to direct the
disposition of the Securities reported for it, either for its own benefit or
for the benefit of its investment clients or its partners, as the case may be,
except that (i) GAMCO does not have the authority to vote 48,500 of the
reported shares, (ii) Gabelli Funds has sole dispositive and voting power with
respect to the shares of the Issuer held by the Funds so long as the aggregate
voting interest of all joint filers does not exceed 25% of their total voting
interest in the Issuer and, in that event, the Proxy Voting Committee of each
Fund shall respectively vote that Fund's shares, (iii) at any time, the Proxy
Voting Committee of each such Fund may take and exercise in its sole discretion
the entire voting power with respect to the shares held by such fund under
special circumstances such as regulatory considerations, and (iv) the power of
Mario Gabelli, GBL, and GGCP is indirect with respect to Securities
beneficially owned directly by other Reporting Persons.
(c) Information with respect to all transactions in the
Securities which were effected during the past sixty days or since the most
recent filing on Schedule 13D, whichever is less, by each of the Reporting
Persons and Covered Persons is set forth on Schedule II annexed hereto and
incorporated herein by reference.
(d) The investment advisory clients of, or partnerships managed
by, GAMCO, Gabelli Funds, Gabelli Advisers, GSI and MJG Associates have the
sole right to receive and, subject to the notice, withdrawal and/or
termination provisions of such advisory contracts and partnership
arrangements, the sole power to direct the receipt of dividends from, and the
proceeds of sale of, any of the Securities beneficially owned by such
Reporting Persons on behalf of such clients or partnerships. The shares
reported as beneficially owned by Mario Gabelli are held by a family
partnership that has the sole right to receive and, subject to the notice,
withdrawal and/or termination provisions of such advisory contracts and
partnership arrangements, the sole power to direct the receipt of dividends
from, and the proceeds of sale of, any of the Securities beneficially owned
by such Reporting Persons on behalf of such clients or partnerships. Except
as noted, no such client or partnership has an interest by virtue of such
relationship that relates to more than 5% of the Securities.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect
to Securities of the Issuer
The powers of disposition and voting of Gabelli Funds, Gabelli
Advisers, GAMCO, GSI and MJG Associates with respect to Securities owned
beneficially by them on behalf of their investment advisory clients, and of
MJG Associates and GSI with respect to Securities owned beneficially by them
on behalf of the partnerships which they directly or indirectly manage, are
held pursuant to written agreements with such clients, partnerships and
funds.
Item 7. Material to be Filed as an Exhibit
The following Exhibit A is attached hereto. The following Exhibit B is
incorporated by reference to Exhibit C in the Amendment No. 8 to Schedule 13D
of the Reporting Persons with respect to Edgewater Technologies, Inc.
Exhibit A:
Joint Filing Agreement
Exhibit B:
Powers of Attorney to Douglas R. Jamieson and James E. McKee
from Robert E. Dolan
Powers of Attorney to Douglas R. Jamieson and James E. McKee
from Raymond H. Keller.
Powers of Attorney to Douglas R. Jamieson and James E. McKee
from Mario J. Gabelli.
Powers of Attorney to Karyn M. Nappi, and James E. McKee
from Marc J. Gabelli.
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.
Dated: August 1, 2005
MARIO J. GABELLI
MJG ASSOCIATES, INC.
GGCP, INC.
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI ASSET MANAGEMENT INC.
GABELLI FUNDS, LLC
GABELLI SECURITIES, INC.
By:/s/ James E. McKee
James E. McKee
Secretary or Assistant Secretary
GAMCO INVESTORS, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Executive Vice President
SCHEDULE I
Information with Respect to Executive
Officers and Directors of the Undersigned
Schedule I to Schedule 13D is amended, in pertinent part, as
follows:
The following sets forth as to each of the executive officers and
directors of the undersigned: his name; his business address; his
present principal occupation or employment and the name,
principal business and address of any corporation or other
organization in which such employment is conducted. Unless
otherwise specified, the principal employer of each such
individual is GGCP, Inc., Gabelli Asset Management Inc., Gabelli
Funds, LLC, Gabelli & Company, Inc., or GAMCO Investors, Inc.,
the business address of each of which is One Corporate Center,
Rye, New York 10580, and each such individual identified below is
a citizen of the United States. To the knowledge of the
undersigned, during the last five years, no such person has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors), and no such person was a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he 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 except as reported in Item 2(d) of this Schedule 13D.
GGCP, Inc.
Directors:
Vincent J. Amabile
Mario J. Gabelli
Business Consultant
Chief Executive Officer and Chief Investment
Officer of GGCP, Inc., Gabelli Asset Management
Inc., and GAMCO Investors, Inc.; Director/Trustee
of all registered investment companies advised by
Gabelli Funds, LLC; Chief Executive Officer of
Lynch Interactive Corporation.
Charles C. Baum
Secretary & Treasurer
United Holdings Co., Inc.
2545 Wilkens Avenue
Baltimore, MD 21223
Arnold M. Reichman
Business Consultant
Marc J. Gabelli
President of GGCP, Inc.; Chairman of Lynch
Corporation
Matthew R. Gabelli
Vice President - Trading
Gabelli & Company, Inc.
One Corporate Center
Rye, New York 10580
Officers:
Mario J. Gabelli
Marc J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
President Henry Kiernan
Vice President, Chief Financial Officer and
Secretary
Gabelli Asset Management
Inc.
Directors:
Edwin L.
Artzt
Raymond C.
Avansino, Jr.
Former Chairman and Chief Executive Officer
Procter & Gamble Company
900 Adams Crossing
Cincinnati, OH 45202
Chairman
E.L. Wiegand Foundation
165 West Liberty Street
Reno, NV 89501
Mario J. Gabelli
John D.
Gabelli
See above
Senior Vice President
John C. Ferrara
See below
Karl Otto Pohl (1)
Robert S.
Prather
Frederic V.
Salerno
Vincent S.
Tese
Alan C.
Heuberger
Sal. Oppenheim jr. & Cie.
Bockenheimer Landstrasse 20
D-6000 FRANKFURT AM MAIN
Germany
President & Chief Operating Officer
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, GA 30319
Former Vice Chairman and Chief Financial Officer
Verizon Communications
Lawyer, Investment Adviser and Cable Television
Executive
c/o Bear Stearns & Company, Inc.
245 Park Avenue, 19th Floor
New York, NY 10167
Cascade Investment LLC
2365 Carillon Point
Kirkland, WA 98033
Officers:
Mario J. Gabelli
Chairman, Chief Executive Officer and Chief
Investment Officer
Douglas R. Jamieson
Henry G. Van der Eb
Michael R.
Anastasio, Jr.
President and Chief Operating Officer
Senior Vice President
Vice President and Chief Financial Officer
James E. McKee
Vice President, General Counsel and Secretary
GAMCO Investors, Inc.
Directors:
Douglas R. Jamieson
Joseph R. Rindler,
Jr.
Regina M. Pitaro
F. William Scholz,
II
William S. Selby
Officers:
Mario J. Gabelli
Chief Investment Officer
Joseph R. Rindler,
Jr.
Chairman
Douglas R. Jamieson
Michael R.
Anastasio, Jr.
Executive Vice President and Chief Operating
Officer
Vice President and Chief Financial Officer
Gabelli Funds, LLC
Officers:
Mario J. Gabelli
Chief Investment Officer
Bruce N. Alpert
Executive Vice President and Chief Operating
Officer
James E. McKee
Secretary
Gabelli Advisers, Inc.
Directors:
Bruce N. Alpert
John D. Gabelli
Joseph R. Rindler.
Jr.
Officers:
Bruce N. Alpert
Chief Operating Officer
James E. McKee
Secretary
Gabelli Securities, Inc.
Directors:
Robert W. Blake
President of W. R. Blake & Sons, Inc.
196-20 Northern Boulevard
Flushing, NY 11358
Douglas G. DeVivo
General Partner of ALCE Partners, L.P.
One First Street, Suite 16
Los Altos, CA 94022
Joseph R. Rindler,
Jr.
Douglas R.
Jamieson
F. William
Scholz, II
See above
President and Chief Operating Officer
See above
Officers:
Douglas R. Jamieson
Michael R.
Anastasio
James E. McKee
See above
Vice President and Chief Financial Officer
Assistant Secretary
Gabelli & Company, Inc.
Directors:
James G. Webster, III
Chairman & Interim President
Irene Smolicz
Senior Trader
Gabelli & Company, Inc.
Officers:
James G. Webster, III
Chairman & Interim President
Bruce N. Alpert
Vice President - Mutual Funds
James E. McKee
Secretary
Lynch Corporation,
140 Greenwich Avenue, 4th Floor
Greenwich, CT 06830
Directors:
E. Val Cerutti
Business Consultant, Cerutti Consultants
227 McLain Street
Mount Kisco, NY 10540
Avrum Gray
Marc J. Gabelli
John C. Ferrara
Anthony R.
Pustorino
Gbar Limited Partnership
440 South LaSalle, Suite 2900
Chicago, IL 60605
Chairman
President and Chief Executive Officer
Professor Emeritus
Pace University
1 Martine Avenue
White Plains, NY 10606
Officers:
John C. Ferrara
See above
Eugene Hynes
Secretary and Treasurer
Lynch Interactive Corporation,
401 Theodore Fremd Avenue Rye, NY 10580
Directors:
Paul J. Evanson
President
Allegheny Energy, Inc.
10435 Downsville Pike
Hagerstown, MD 21740
Mario J. Gabelli
See above - GGCP, Inc.
Salvatore Muoio
Principal
S. Muoio & Co., LLC
Suite 406
509 Madison Ave.
New York, NY 10022
Daniel Lee
Morris Berkowitz
John C. Ferrara
Chairman and Chief Executive Officer
Pinnacle Entertainment, Inc.
3800 Howard Hughes Parkway, Suite 1800
Las Vegas, Nevada 89109
Consultant
Lynch Interactive Corporation
401 Theodore Fremd Ave.
Rye, NY 10580
See above
Officers:
Mario J. Gabelli
Chairman and Chief Executive Officer
Robert E. Dolan
Chief Financial Officer
John A. Cole
Vice President, Corporate Development
Secretary and General Counsel
(1) Citizen of Germany
SCHEDULE II
INFORMATION WITH RESPECT TO
TRANSACTIONS EFFECTED DURING THE PAST SIXTY DAYS OR
SINCE THE MOST RECENT FILING ON SCHEDULE 13D (1)
SHARES PURCHASED AVERAGE
DATE SOLD(-) PRICE(2)
COMMON STOCK-CHURCHILL DOWNS INC.
GAMCO INVESTORS, INC.
7/29/05 500 46.0000
7/27/05 2,000 45.9542
7/27/05 500- 45.5800
7/26/05 300 46.0000
7/26/05 300 46.5858
7/25/05 500 46.0000
7/25/05 200 46.0665
7/25/05 1,800 46.0000
7/25/05 1,000 46.1400
7/22/05 500- 45.4000
7/22/05 400 44.8000
7/22/05 6,800 44.7902
7/21/05 13,400 45.5371
7/20/05 200 45.0500
7/20/05 500- 45.6548
7/20/05 800 45.6548
7/20/05 500 45.6548
7/19/05 200 45.1900
7/19/05 1,500- 45.1592
7/19/05 3,200 45.0903
7/19/05 500 45.1820
7/18/05 400 44.4192
7/18/05 5,900 45.2429
7/18/05 300 45.0000
7/18/05 100 44.6400
7/15/05 2,700 44.6857
7/14/05 200 46.0000
7/14/05 1,500 45.4500
7/13/05 12,700 45.7485
7/13/05 300 45.5870
7/13/05 1,000 45.7400
7/11/05 1,600 46.0000
7/11/05 400 45.5890
7/08/05 300 45.0000
7/06/05 1,500- 43.7720
7/05/05 800 43.0000
7/01/05 1,323 42.6178
6/30/05 2,077 42.4200
6/28/05 2,500 42.3909
6/28/05 3,000 42.4343
6/28/05 1,800 42.4439
6/27/05 8,500 40.9922
6/27/05 600 41.1637
6/24/05 5,000 *DI
6/24/05 12,000 41.4865
6/16/05 5,300 43.1500
6/15/05 1,600 42.3472
6/14/05 3,200 42.3656
6/10/05 200 44.2500
6/08/05 300 44.2900
6/08/05 5,800 44.2454
6/07/05 1,200 44.2971
6/06/05 790 42.4400
6/06/05 616 42.9399
6/06/05 500 43.0820
6/03/05 684 42.6930
6/03/05 5,000 43.2749
6/02/05 700 43.0000
GABELLI FUNDS, LLC.
GABELLI SMALL CAP GROWTH FUND
6/23/05 12,000 42.0918
GABELLI ASSET FUND
7/26/05 1,000 46.2290
GABELLI CAPITAL ASSET FUND
7/11/05 3,000 45.9583
(1) UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE EFFECTED
ON THE NASDAQ NATIONAL MARKET.
(2) PRICE EXCLUDES COMMISSION.
(*) RESULTS IN CHANGE OF DISPOSITIVE POWER AND BENEFICIAL OWNERSHIP.
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing
with all other Reporting Entities (as such term is defined in the Schedule
13D referred to below) on behalf of each of them of a statement on Schedule
13D (including amendments thereto) with respect to the Common Stock, no par
value, of Churchill Downs, Inc., and that this Agreement be included as an
Exhibit to such joint filing. This Agreement may be executed in any number
of counterparts all of which taken together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement
this 1st day of August, 2005.
MARIO J. GABELLI
MARC J. GABELLI
GGCP, INC.
GABELLI PERFORMANCE PARTNERSHIP L.P.
GABELLI INTERNATIONAL LIMITED
GABELLI INTERNATIONAL II LIMITED
GABELLI FUND, LDC
MJG ASSOCIATES, INC.
GABELLI FOUNDATION, INC.
GEMINI CAPITAL MANAGEMENT LLC
By:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI ASSET MANAGEMENT INC.
GABELLI FUNDS, LLC
GABELLI SECURITIES, INC.
GLI, INC.
GABELLI & COMPANY, INC.
By: /s/ James E. McKee
James E. McKee
Secretary or Assistant Secretary
ALCE PARTNERS, L.P.
GABELLI MULTIMEDIA PARTNERS, L.P.
GABELLI EUROPEAN PARTNERS MASTER FUND, LTD.
GABELLI GLOBAL PARTNERS MASTER FUND, LTD.
GABELLI ASSOCIATES LIMITED
GABELLI ASSOCIATES FUND
By:/s/ James E. McKee
James E. McKee
Secretary of Gabelli Securities Inc.
LYNCH CORPORATION
SPINNAKER INDUSTRIES, INC
BRIGHTON COMMUNICATIONS CORPORATION
LYNCH INTERACTIVE CORPORATION
WESTERN NEW MEXICO
INTER-COMMUNITY TELEPHONE COMPANY
BY:/s/ James E. McKee
James E. McKee
Attorney-in-Fact
GABELLI & COMPANY, INC.
PROFIT SHARING PLAN
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Trustee
GAMCO INVESTORS, INC.
By:/s/ Douglas R. Jamieson
Douglas R. Jamieson
Executive Vice President