When Inglewood’s Hollywood Park opened in 1938, the Daily Breeze described the venue as an "ultra-modern racing plant... considered the finest in the entire world by turf authorities" that was truly a showcase for the sport of kings.

Los Angeles' royalty—the the Hollywood elite—financed the venture, its 600 shareholders including the likes of Bing Crosby and Ronald Colman. And tens of thousands routinely packed the stands to watch thoroughbreds such as the famous Seabiscuit, recently reborn as a 21st century celluloid hero, gallop around the track.

But as Hollywood Park prepares for the opening day of its spring-summer meet Wednesday, perhaps one of its last, those days are long since gone.

Its cavernous stand, packed with more than 80,000 race fans as recently as 1980—although a free tote bag lured the middle-class masses rather than racing—has attracted fewer than 13,000 on opening day for the past dozen years.

These days the Hollywood glitterati have all but gone, the antiquated track's working-class clientele largely a reflection of its inner-city location.

Most of the action is at off-track bettting sites rather than the track itself, where attendance and wagering long ago eclipsed that seen at Hollywood Park.

"It used to be "a cool place, it's not any more,'" said a 68-year-old Redondo Beach resident, who declined to give his name, as he peered with several hundred fellow bettors at a bank of television sets beneath the stand showing races from Aqueduct, Santa Anita and other tracks around the nation.

"It used to get huge crowds—opening day would be 30,000 to 35,000 people,' said the retired construction worker who has been frequenting the track for 45 years. “It attracts a different economic level now—it seems to attract a lot of poor people. We used to see celebrities, movie stars. You never see that now.”

So perhaps it comes as no surprise that Hollywood Park's corporate owner, Churchill Downs Inc., whose holdings include the site of the Kentucky Derby, is exploring the possibility of moving the operation to Irvine and presumably selling off the track's increasingly valuable 238 acres of land.

Mike Ogburn, Churchill Downs' director of investor relations, declined comment on the possible move, saying the publicly traded company doesn't comment on pending transactions until they are completed.

But Daniel Jung, Irvine's director of strategic programs, confirmed an Irvine-based land use planning and policy consultant working on behalf of Churchill Downs has met individually with the mayor and other members of the City Council to discuss the proposal.

And Patrick Remolacio, senior vice president with Los Angeles- based Colliers Seeley International, marketing consultants for the Department of the Navy and the General Services Administration, said company executives began eying a 249-acre parcel last year on the former EI Toro U.S. Marine Corps Air Station.

"They met with us, they toured the property and they met with some of the various developers that are likely candidates to one day own the property;' Remolacio said. "They've continued to show interest. I've spoken with a few of the developers who have said they’ve spoken with them directly.”

The federal government will auction off four large blocks of the land this fall.

Now part of what Irvine has called the Orange County Great Park—the 4,700-acre property was annexed by the city in January—the tract attracting Churchill Downs is part of the 1,719-acre Parcel 2 on the northern boundary of the Great Park that includes runways, taxiways, open fields and old airplane hangars, Remolacio said.

Churchill Downs would likely enter into a partnership with a housing developer to get its hands on the property. But because 60 percent of the property has been set aside as open space and could not be used to build homes, the land under consideration by Churchill Downs would not be as expensive as tracts zoned residential.

To industry observers, selling Hollywood Park makes perfect sense. Especially for Churchill Downs Inc., which owns a collection of outmoded, oversized race tracks.

"It's a good facility, but it's an old facility and it doesn't really serve the needs of modern-day racetracks; you don't need 50,000 seats anymore,” said Ray Paulick, a former South Bay resident who is editor-in-chief of the 25,000 circulation Blood-Horse, a Lexington, Ky., weekly magazine serving the horse racing and breeding industry.

"If they can sell the Hollywood Park location and reinvest that in the El Toro land, one sale will neutralize the cost of building the other one and they'll end up with a racetrack that serves the current economics:'

Modern racing's most successful venues model themselves after New York's Saratoga Racetrack.

The so-called boutique track, with race meetings of limited duration that become events, is the nation's most successful, luring 1 million people over 36 days or about 28,000 a day, Paulick said.

Del Mar, in San Diego County, with a hip and young clientele, has modeled itself after the East Coast landmark, and has been called "Saratoga with sunsets and bikinis,” said Eric Wing, spokesman for the National Thoroughbred Racing Association. Not so coincidentally, it's an appellation inherited in part from Hollywood Park, which when it opened was called the "Saratoga of the West:'

If Hollywood Park moved it would have access to similar demographics as Del Mar—an affluent, suburban audience unwilling to trudge to Inglewood.

"The demographics of horse racing on the whole are compared by marketing experts most readily to those of golf,” Wing said. "Your average horse racing fan is more educated than the average sports fan and more affluent than your average sports fan:'

But where would the loss of the South Bay landmark leave Inglewood and the rest of the region?

Inglewood officials, who have been briefed by the company on the possibility of Hollywood Park fleeing for Orange County, are unconcerned.

"Hollywood Park has been a great asset to the city of Inglewood over the years,” Mayor Roosevelt Dorn said. "But I am a realist and I understand the fact that racing as we know it has declined substantially.

"The land that Hollywood Park possesses at this time is becoming very, very valuable and I can understand Hollywood Park wanting to move to an area where the land is not that valuable. If they make that decision I think it will only lend an opportunity to the city to take advantage of that vacant land to create a shopping area that can become second to none in the entire South Bay.”

Dorn envisions a major hotel and convention center conveniently near Los Angeles International Airport that could also rise on the site. Thomas Meeker, chairman of Churchill Downs, has done nothing to dispel the possibility of a sale.

"If there is clearly one bright spot in terms of land-value issues, Hollywood is… one of the more significant assets in our portfolio,” he told The (Louisville, Ky.) Courier-Journal in February.

There's little doubt that as many jobs and tax revenues Hollywood Park provides, those figures pale in comparison with what Inglewood could reap from stores and homes.

Hollywood Park employs about 500 workers year round, a figure that rises to 1,350 during its 20 weeks of racing annually. There are another 850 trainers, stable hands and other workers not directly employed by the track on the backstretch, with about 1,500 there during racing season.

The track is among the city's largest sales tax generators, spinning off about $200,000 a year and injecting another $200,000 annually in property taxes into municipal coffers. In addition, the city receives $400,000 in utility taxes a year and $1.3 million in pari-mutuel taxes.

In comparison, the 650,000-square-foot shopping center Inglewood voters rejected earlier this month that would have included a Wal-Mart called The HomeStretch at Hollywood Park—it would have been built on an unused Hollywood Park parking lot—would have generated an estimated $3 million to $5 million in sales tax revenue alone.

But Churchill Downs Inc., itself would not have benefited.

That’s because Las Vegas-based Pinnacle Entertainment Inc., which sold Hollywood Park to Churchill Downs Inc. in 1999, cannily retained ownership of some of the land around the track.

Two years ago the company consummated an agreement to sell the land to the developer that wanted to build the shopping center for $36 million or $600,000 an acre. Closure of the sale was contingent on the developer getting approval to build the project.

Wal-Mart’s setback at the polls aside, the potential remains:

• Last month Pinnacle also sold another 37 acres of land it owns adjacent to the track for $22.5 million that will become the site of a 376-home gated subdivision.
  
  
• Another former Hollywood Park parking lot has been reborn as the Marketplace at Hollywood Park, a 500,000-square-foot shopping center that opened early last year at the northwest corner of West Century Boulevard and Club Drive, containing a Home Depot, Target and other stores.
  

Jodi Meade, a retail investment specialist for the downtown Los Angeles office of CB Richard Ellis, said she had no problem selling parcels in the development. And in a market like Inglewood that’s grossly under served by retail outlets, the stores have been “doing amazingly well,” she said.

Meade has no doubt that success could be replicated on the Hollywood Park site, especially in a planned community that combines residential, office and retail uses.

“There’s a resurgence in that marketplace, a resurgence in retail as well as other investment grade assets,” she said. “I would say the (Hollywood Park) land is much more valuable as a possible residential and commercial development than it is as a racetrack’

And that in turn would revitalize the motley collection of automobile repair shops, fast-food restaurants and other businesses lining the tired-looking main drags around the track.

All alluring to a city that sees 78 percent of its inhabitants’ shopping done out of town and has a 25 percent unemployment rate among men 18 to 26, Mayor Dorn said.

“We want to be in a position to take advantage of that window of opportunity if (Churchill Downs, Inc.) makes a decision to leave Inglewood and (the site) can be as great an asset to the city of Inglewood that Hollywood Park has been over the years, maybe even greater,” Dom said.

Of course, not everyone is happy with that possibility.

Gilbert Apodoca Jr., 61, who has worked at the track for 47 years as a groom, jockey and now cleaning horses' teeth, complained, "they're ruining something that's been here for a longtime.”

Redondo Beach resident Mike Mitchell, one of the track's all-time winning trainers, believes a move to Irvine" could hurt the South Bay” and would be "hard on a lot of people.” Besides, he wouldn't relish the longer drive to Irvine.

But most patrons—even old-timers—are blase about a move, saying they would simply go to Hollywood Park Casino or someplace else that offers off-track betting.

"I’m not going to worry if they close it,” said a 54-year-old Manhattan Beach resident who said he had come to Hollywood Park regularly for more than 45 years. "Look at all the money I’d save.”

Still, there is a proposal that could make Hollywood Park more profitable for its owners.

The "A Fair Share for California” gaming initiative, which could qualify for this fall's ballot, would result in up to 30,000 slot machines installed at five racetracks and 11 card clubs if it passes.

About 17,000 would be placed in the county at such locations as Hollywood Park, the Hollywood Park Casino, the Crystal Park Casino in Compton and the Normandie and HustIer casinos in Gardena.

Its backers, those same race-tracks and card clubs, estimate the machines would generate $634 million with one-third of the revenues going to local governments for police and fire. The machines could not be moved to another location without voter approval.

But even if it fails, the card clubs and tracks are on to a no-lose proposition.

The measure's failure would require gaming Indian tribes, the card clubs' bitter rivals, to renegotiate their current compacts with the state and allocate 25 percent of their slot machine revenues—an estimated $306 million—for the same purpose.

Whatever happens, Paulick, the racing industry publication editor, believes venerable Hollywood Park's days are numbered as a viable racing facility no matter its rich heritage. Demographics, its Inglewood location, simulcasting and Los Angeles traffic have all played a role in dissuading patrons from trekking to the track.

"It wasn't that long ago Hollywood Park had the biggest attendance in the country,” Paulick said. "But Hollywood Park just doesn't have the mystique Saratoga has. We're not going to see those days again, there's no bringing them back. So it would be beneficial to have a facility that reflects reality and I have a feeling that's what Churchill Downs wants. Bottom line is, that's good for racing.”