UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2011
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 001-33998
(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 | (502) 636-4400 | |
| (Address of principal executive offices) (zip code) | (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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ¨ |
Accelerated filer x | |
| Non-accelerated filer ¨ |
Smaller reporting company ¨ |
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x
The number of shares outstanding of registrant’s common stock at April 29, 2011 was 16,703,419 shares.
EXPLANATORY NOTE
We are filing this Amendment No. 1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011 only to amend the Exhibit List with regard to Exhibit 10(a) and file Exhibit 10(a).
This Amendment No. 1 to our Form 10-Q for the quarter ended March 31, 2011 does not reflect events occurring after the filing of our original Form 10-Q. As required by Rule 12b-15 of the Securities Exchange Act of 1934, new certifications by our principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment. No other modifications or changes have been made to the disclosures or information contained in our Form 10-Q for the quarter ended March 31, 2011, as originally filed.
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PART II. OTHER INFORMATION
| ITEM 6. | EXHIBITS |
See Exhibit Index.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, 2012 |
/S/ William E. Mudd | |||
| William E. Mudd | ||||
| Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||
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EXHIBIT INDEX
| Number |
Description |
By Reference To | ||||
| 10(a) | Employment Agreement dated as of March 21, 2011, by and between Churchill Downs Incorporated and William C. Carstanjen. |
Amendment No. 1 to Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011 | ||||
| 31(i)(a) | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
Amendment No. 1 to Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011 | ||||
| 31(i)(b) | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
Amendment No. 1 to Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2011 | ||||
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