Churchill Downs declined to act on an offer.

Thomas H. Meeker, president and chief executive of Churchill Downs Inc., said the track’s board was advised by counsel that the buy-out offer by wealthy investor Louis E. Wolfson doesn’t constitute a formal offer that the board can evaluate. Earlier this month, Wolfson offered Churchill Downs shareholders $120 a share in cash for their holdings. Total value of the offer is more than $46 million.