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): June 2, 2006
(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)
(502)
636-4400
(Registrant's
telephone number, including area code)
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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (18 CFR 230.425) |
| [ ] | 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.
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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On
June
2, 2006, the Compensation Committee (the “Committee”) of the Board of Directors
of Churchill Downs Incorporated (the “Company”) approved the 2006 Amendment to
the 2005 Churchill Downs Incorporated Deferred Compensation Plan (the
“Amendment”). The Amendment allows plan participants to make changes to their
existing payment election on or prior to December 31, 2006 with respect to
amounts deferred to date. A copy of the Amendment is attached hereto as Exhibit
10.1.
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ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS
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EXHIBIT
INDEX
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Numbers
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Description
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10.1
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2006
Amendment to the Churchill Downs
Incorporated
2005 Deferred Compensation Plan
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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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June
7, 2006
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/s/
Michael E. Miller
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Michael
E. Miller
Executive
Vice President and Chief Financial
Officer
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