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CHURCHILL DOWNS PROPOSES TO BRING WORLD-CLASS RACING TO VIRGINIA

 RICHMOND, Va., Oct. 1 /PRNewswire/ -- A formal application for a license to develop the "Virginia Beach Project" was submitted today by the Churchill Downs Virginia Racetrack Corp. to the Virginia Racing Commission, marking another milestone in the effort to bring major league pari-mutuel racing to the Commonwealth.
 "This is another step toward bringing live racing to the people of Virginia," commented Tom Meeker, president of Churchill Downs. "Virginia is the next great racing state, and we think we have the project to prove it."
 The Virginia Beach project proposes to develop a $56.6 million live racing facility/equine park, which includes $35.7 million for construction of the racetrack, $5.7 million for acquisition of the land, $2.5 million in pre-opening expenses and $12.7 million for equipment, fees and other development costs. The racing facility will be located in Virginia Beach, the largest city in the state and cornerstone of the fourth-lae?tropolitan area in the Southeastern United States. Accompanying that facility would be six state-of-the-art satellite wagering facilities located strategically around the state.
 Live racing at Virginia Beach would begin in 1996 and at the outset would feature 45 days of summertime evening Thoroughbred racing and 55 days of Harness racing. The schedule would build to a total of 150 days of live racing in the year 2000.
 "The most successful race meets in the country feature a limited number of days raced in high tourist, vacation-type areas," Meeker said. "That's the formula we're following for this project."
 The Hampton Roads region, composed of Virginia Beach and thirteen other municipalities, houses a resident population base of more than 1.5 million people. In addition, more than 2.5 million visitors flock to the area each year, with the Virginia Beach oceanfront providing a major daytime attraction.
 One of the most compelling aspects of the Virginia Beach Project is the public/private partnership that has formed to develop it. The Sports Authority of Hampton Roads has committed up to $17.5 million to help finance the project.
 In addition, the City of Virginia Beach has proposed to conduct trolley service from the beachfront to the racetrack, a trip of approximately ten minutes, to assure a regular flow of visitors to the races.
 "The reaction of the city officials and residents to our plans has been extremely gratifying," Meeker said. "On our part we are committing to bringing the finest new race meet imaginable to Virginia Beach."
 Churchill Downs Virginia Racetrack Corporation
 Executive Summary
 The Project
 -- Multi-breed racetrack/equine park to serve the Hampton Roads
 area.
 -- 245-acre development located 10 minutes from Virginia Beach.
 -- Managed by Churchill Downs Incorporated (NASDAQ SmallCap: CHDN).
 -- $56.6 million racetrack development;
 $35.7 million -- Racetrack construction costs
 5.7 million -- Land acquisition
 2.5 million -- Pre-opening expenses
 12.7 million -- Equipment, fees and other development cost
 -- Six off-track betting facilities (OTB) located throughout
 Virginia.
 -- $17.5 million from the Sports Authority of Hampton Roads with
 remainder provided by bank debt and equity contributors;
 Churchill Downs to invest up to $5 million; Virginia investors to
 own a majority of the equity.
 The Market
 -- Access to 1.5 million permanent residents within 40 miles of the
 facility.
 -- Over 2.5 million vacation travellers visit the Virginia Beach
 region annually.
 -- Fastest-growing metropolitan area in Virginia.
 -- Access to large centers of employment.
 -- Over 10,000 hotel rooms available in Virginia Beach.
 -- Nighttime racing designed to complement existing entertainment
 businesses.
 The Facility
 -- Unique design brings people closer to the horse, allowing patrons
 a first-hand view of the behind-the-scene activities of horse
 racing.
 -- Designed to accommodate 5,000 to 6,000 patrons, 3,600 seats,
 3,200 parking spaces.
 -- Stable area designed to house 1,520 horses and 504 people.
 -- Extensive landscaping of outdoor patron areas for open-air
 viewing of racing.
 -- Facility will be a community resource asset.
 The Racing Program
 -- Two meets per year - Thoroughbred and Harness.
 -- Six (6) satellite wagering facilities located throughout the
 state contributes significant purse monies for the live race
 meets.
 -- Quality of racing will place Virginia in the top tier of North
 American racetracks.
 The Management Plan
 -- 10-year management contract with Churchill Downs Incorporated, a
 recognized and reputable industry leader in racing operations,
 marketing and product innovation.
 -- Public/private partnership between the City of Virginia Beach,
 the Sports Authority of Hampton Roads and Churchill Downs
 Incorporated.
 -- Management philosophy anchored by a strong commitment to customer
 and community service.
 -- Extensive use of the facility for simulcasting when live racing
 is not occurring.
 -- Strong commitment to local and corporate community service.
 -- Marketing plans to complement and strengthen existing tourist
 trade.
 Churchill Downs Virginia Racetrack Corporation
 Executive Summary
 The Project
 Churchill Downs Virginia Racetrack Corporation is proposing an exciting racetrack development to successfully introduce pari-mutuel horse racing in the Commonwealth of Virginia. A unique public/private partnership is proposed that combines the commitments and resources of the City of Virginia Beach, the Sports Authority of Hampton Roads and Churchill Downs Incorporated.
 The City of Virginia Beach is committing to provide a significant portion of the utility infrastructure, assistance in pre-opening marketing programs, access to public transit and the full faith and backing of a portion of the debt financing.
 The Sports Authority of Hampton Roads is committing to provide $17.5 million of debt financing to the racetrack project under very favorable terms. Bank debt and equity will comprise the remainder of the total projects costs with Churchill Downs investing up to $5 million. A majority of the equity will be placed with Virginia investors.
 Churchill Downs Incorporated will provide the management expertise and will take an ownership position in the racetrack as well. Under the terms of an agreement signed with the City of Virginia Beach, Churchill Downs will manage the racetrack for a minimum of ten (10) years. Churchill Downs, widely renowned for the Kentucky Derby held on the first Saturday in May, brings a rich history of successful racetrack and satellite wagering facility management to assure the success of the racing system in Virginia. The racetrack project proposed by Churchill Downs Virginia Racing Corporation will establish Virginia among the leaders in the nation in terms of purse distributions and quality of racing.
 The Market
 The racetrack will be located in the Hampton Roads area, the fourth-largest metropolitan area in the Southeast, just ten minutes from the Oceanfront of Virginia Beach. The Virginia Beach area has experienced population growth in excess of 20 percent since 1980 which places it among the fastest-growing regions in Virginia. In addition to a permanent resident base of 1.5 million, over 2.5 million vacation travelers visit Virginia Beach annually.
 The Facility
 The total development sits on 245 acres that is accessible from Dam Neck Road and London Bridge Road. The racetrack features two racing surfaces, a one-mile dirt surface suitable for Harness and Thoroughbred racing and a seven-eighths mile turf track. The frontside patron area includes a 130,000-square-foot main pavilion which is divided into several distinct sub-pavilions and areas.
 The East Pavilion has two levels and will serve as the main simulcasting theater, during the period of time when live racing is not occurring. The East Pavilion contains teletheaters, carrels and lounges in addition to state-of-the-art audio and video technology.
 A covered grandstand connects the East and West Pavilions. The grandstand has open seating and seating boxes with excellent site lines to the racetracks.
 The West Pavilion is a three-level structure that houses a dining room on the second let?h spectacular views of the paddock, courtyard and the racetracks. The first level has space for the group program in addition to lounges, carrels and a teletheater. The third level contains the judges stand and other necessary racing operations facilities adjoining a private Turf Club.
 The park area surrounding the Main Patron Pavilion is extensively landscaped with berms and vegetation to create an open park-like setting for family entertainment and open-air viewing of the races. A unique feature of the design is the close placement of the frontside patron areas and the stable areas to allow patrons to become more familiar with the behind-the-scenes functions of the racing program.
 Landscaping incorporates the extensive use water in retention ponds and lakes, tastefully designed to celebrate the rich tradition and maritime history of the Hampton Roads area. The setting creates the perfect atmosphere for alternative use of the facility to host special events and functions during the off-season.
 The Racing Program
 In the start-up years, two racing programs are planned; a summer meet from July to September, and a fall meet from late September through November. Racing will be conducted with late afternoon or evening post-times to complement the existing entertainment venues in the Hampton Roads area.
 Six satellite wagering facilities (OTB) will be developed in selected markets throughout Virginia. An OTB facility enables racing fans that are not easily accessible to the racetrack to enjoy horse racing. The OTB facilities provide state-of-the-art audio and video technology of reviewing and wagering on races in a comfortable, entertaining environment located in existing entertainment corridors of major Virginia markets. The purse monies that are generated by the OTB facilities will quickly establish the racetrack among the best in the nation for purse distributions and quality of racing.
 The Management Plan
 The management of the racetrack facility will be overseen by Churchill Downs. Well respected and reputable for its integrity in operations and proactivity in the marketplace, Churchill Downs is committed to assuring the success of the racetrack as is evidenced by the companies agreement with the City of Virginia Beach to manage the racetrack for a minimum of 10 years. The management plan is anchored by an unyielding commitment to exceeding the expectations of the customers and constituencies of the racetrack. This commitment to customers and constituencies is manifest by the management team's partnership approach to a successful racetrack. In principal, the success of the racetrack is dependent upon striking an effective partnership between the horsemen, the Commonwealth, the community and the racetrack.
 The management plan is anchored by an unyielding commitment to exceeding the expectations of the customers and constituencies of the racetrack. This commitment to customers and constituencies is manifest by the management team's partnership approach to a successful racetrack. In principal, the success of the racetrack is dependent upon striking an effective partnership between the horsemen, the Commonwealth, the community and the racetrack.
 The horsemen will have a comfortable and safe stable area with fire suppression systems in each barn and housing for their employees. The purse distributions that are planned with a fully operational OTB system will rank Virginia among the leaders in the U.S.
 The Commonwealth will receive significant direct impacts from tax revenues generated on wagering and indirect impacts from the stiumlatory influence of the racetrack on the Virginia equine industry.
 The management team is committed to working with the local, regional and state communities to become a contributing and respectable member. Management will take an active role in local civic and charitable organizations. Churchill Downs management personnel has already accumulated an impressive list of contacts on this front over the last 18 months of development.
 Summary
 The city of Virginia Beach and Churchill Downs is committed to bringing world class racing to the Tidewater region of Virginia. This team is a unique partnership between public and private entities, with a common goal -- to make the Virginia racing system an industry leader and the blueprint for success.
 -0- 10/1/93
 /CONTACT: Communications of Churchill Downs, 502-636-4460/
 (CHDN)


CO: Churchill Downs, Inc. ST: Virginia IN: LEI SU:

MM -- CH007 -- 7807 10/01/93 12:39 EDT
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Date:Oct 1, 1993
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