SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)(1)
AMERISTAR CASINOS, INC.
(Name of Corporation)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
03070Q 10 1
(CUSIP Number)
CRAIG H. NEILSEN
3773 HOWARD HUGHES PARKWAY , SUITE 490
LAS VEGAS, NV 89109
(702) 567-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 11, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sections 240.13d-7(b) for
other parties to whom copies are to be sent.
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 2 of 9 Pages
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1. NAME OF REPORTING PERSON Neilsen, Craig H.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a)[ ]
GROUP (b)[ ]
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3.
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4. SOURCE OF FUNDS OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
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NUMBER OF 7. SOLE VOTING POWER 17,700,000
SHARES ----------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 0
OWNED BY ----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER 17,700,000
REPORTING ----------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER 0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 17,700,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
EXCLUDES CERTAIN SHARES
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 84.6%
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14. TYPE OF REPORTING PERSON HC, IN
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CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 3 of 9 Pages
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This Statement on Schedule 13D (this "Statement") is filed on behalf of
Craig H. Neilsen to report the execution of an Underwriting Agreement, dated
December 11, 2001 (the "Underwriting Agreement") by and among, Ameristar
Casinos, Inc., Mr. Neilsen and the several underwriters listed on Schedule I of
the Underwriting Agreement (the "Underwriters") pursuant to which Mr. Neilsen
has agreed to sell 2,000,000 shares (the "Public Offering Shares") of common
stock of Ameristar Casinos, Inc. in connection with a public offering of by
Ameristar Casinos, Inc. of 4,000,000 shares and up to an additional 900,000
shares pursuant to an over-allotment option granted to the Underwriters of the
common stock of Ameristar Casinos, Inc. Bear, Stearns & Co. Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated and CIBC World Markets Corp. are acting as
the representatives of the Underwriters.
This Statement amends the Statement filed on Schedule 13D on behalf of
Craig H. Neilsen to report his acquisition of 50,000 shares (the "Shares") of
Ameristar Casinos, Inc. on May 27, 1994 (the "Original Statement"). The
acquisition of the Shares was timely reported on a Report on Form 4.
Since the Original Statement was a paper filing and this is the first
electronic amendment, pursuant to Rule 13d-2(e) of the Exchange Act of 1934, as
amended, this Statement restates the entire text of the Original Statement, but
does not refile previously filed exhibits to the Original Statement.
ITEM 1. SECURITY AND ISSUER.
The Original Statement provided the following response to Item 1:
"This Statement relates to the common stock, par value $.01 per share
("Common Stock"), of Ameristar Casinos, Inc., (the "Company"). The address of
the Company's principal executive office is P.O. Box 259, Jackpot Nevada 89825."
Item 1 is hereby amended and restated in its entirety as follows:
This Statement relates to the common stock, par value $.01 per share
("Common Stock"), of Ameristar Casinos, Inc., a Nevada corporation (the
"Company"). The principal executive offices of the Company are located at 3773
Howard Hughes Parkway, Suite 490 South, Las Vegas, Nevada 89109.
ITEM 2. IDENTITY AND BACKGROUND.
The Original Statement provided the following response to Item 2:
"(a) Name: Craig H. Neilsen
(b) Business Address: P.O. Box 259, Jackpot, Nevada 89825.
(c) Mr. Neilsen's principal employment is serving as president and
chief executive officer of Ameristar.
(d),(e) During the past five years, Mr. Neilsen has not (i) been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) been a
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CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 4 of 9 Pages
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party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and, as a result of such proceeding,
was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation of such laws.
(f) Citizenship: United States."
Item 2(b) is hereby amended and restated as follows:
(b) Business Address: 3773 Howard Hughes Parkway, Suite 490 South,
Las Vegas, Nevada 89109.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Original Statement provided the following response to Item 3:
"Mr. Neilsen purchased the Shares on margin in a block purchase
transaction with Montgomery Securities for an aggregate purchase price of
$475,000, of which $228,875 was paid from the personal funds of Mr. Neilsen."
The response to Item 3 is amended by adding the following statement:
Pursuant to the Underwriting Agreement, Mr. Neilsen has agreed to sell
the Public Offering Shares to the Underwriters for a purchase price of $19.42375
per share, after underwriting discounts of $1.07625 per share, for an aggregate
purchase price of $38,847,500.
ITEM 4. PURPOSE OF TRANSACTION.
The Original Statement provided the following response to Item 4:
"Mr. Neilsen acquired the Shares for investment purposes.
Mr. Neilsen may acquire or dispose of shares of Common Stock in the
future; however, no such transaction is currently planned. Mr. Neilsen has no
present plans or proposals which would result in or relate to any of the
transactions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
However, as a director and executive officer of the Company, Mr. Neilsen
reserves the right to change his plans or intentions at any time and to take any
and all actions that he may deem to be in the best interests of the Company."
The response to Item 4 is amended by adding the following:
Mr. Neilsen agreed to sell the Public Offering Shares in connection with
the public offering by the Company of 4,000,000 shares of Common Stock and up to
an additional 900,000 shares of Common Stock pursuant to an over-allotment
option granted to the Underwriters in order to diversify Mr. Neilsen's assets.
Except as provided herein, Mr. Neilsen does not have any present plans
or intentions which would result in or relate to any transaction described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, Mr. Neilsen
reserves the right to change his plans or
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CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 5 of 9 Pages
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intentions at any time and to take any and all actions that he may deem to be
appropriate at the time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Original Statement provided the following response to Item 5:
"(a) Mr. Neilsen beneficially owns 17,650,000 shares of the Company's
Common Stock, which represented approximately 86.7% of the
outstanding shares of the Common Stock as of May 27, 1994. Of
the shares beneficially owned by Mr. Neilsen, 5,845,289 shares
(the "Trust Shares") are held of record by the Testamentary
Trust (the "Trust") created under the Last Will and Testament of
Ray Neilsen, dated October 9, 1963 (the "Will"). Mr. Neilsen is
the sole trustee of, and has a remainder interest in, the Trust,
and his mother, Gwen Andersen, is the sole income beneficiary.
(b) Under the terms of the Will, Mr. Neilsen, as the sole trustee,
has sole voting and dispositive power with respect to the Trust
Shares. Accordingly, Mr. Neilsen has sole voting and dispositive
power with respect to all of the 17,650,000 shares of Common
Stock beneficially owned by him.
(c) Except as disclosed in Item 3 of this Schedule, Mr. Neilsen has
not effected any transaction in the Common Stock during the past
60 days.
(d) Subject to certain limitations set forth in the Will, Gwen
Andersen, as income beneficiary, has the right to receive
dividends paid on the Trust Shares.
(e) Not applicable."
Item 5 is hereby amended and restated in its entirety as follows:
(a) Mr. Neilsen beneficially owns 17,700,000 shares of Common Stock
of Ameristar, which represents approximately 84.6% of the
outstanding shares of the Common Stock as of December 10, 2001.
Of the shares owned beneficially by Mr. Neilsen, 220,8000 shares
of Common Stock (the "Estate Shares") are held of record by the
estate of Gwendolyn N. Andersen.
(b) As the executor of the estate of Gwendolyn N. Andersen, Mr.
Neilsen has sole voting and dispositive control over the Estate
Shares. Accordingly, Mr. Neilsen has sole voting and dispositive
power with respect to all of the 17,700,000 shares of Common
Stock beneficially owned by him.
(c) Except as disclosed in Item 3 of this Statement, Mr. Neilsen has
not effected any transactions in the Common Stock in the past 60
days.
(d) Not applicable.
(e) Not applicable.
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CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 6 of 9 Pages
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF AMERISTAR.
The Original Statement provided the following response to Item 6:
"In November 1993, Mr. Neilsen acquired an aggregate of 17,599,900
shares of the Company's Common Stock (11,754,611 shares were acquired directly
and 5,845,289 shares were acquired indirectly through the Trust) in exchange for
all of the outstanding stock of Ameristar Casino Vicksburg, Inc. and Cactus
Pete's, Inc., pursuant to a reorganization agreement (the "Reorganization
Agreement") among the company, Mr. Neilsen, in his individual capacity, and Mr.
Neilsen, in his capacity as trustee of the Trust. Under the terms of the
Reorganization Agreement (a copy of which is filed as Exhibit 1 to this
Statement), Mr. Neilsen and the Trust are entitled to certain demand and
piggyback rights with respect to the registration of their shares at the
Company's expense under the Securities Act of 1933, as amended, and state
securities laws. These rights are set forth in Section 4.2 of the Reorganization
Agreement, which is hereby incorporated by reference herein.
The Will governs the relationship between Mr. Neilsen and the Trust with
respect to the Trust Shares. A copy of the Will is attached hereto as Exhibit 2
and is hereby incorporated by reference herein.
The customer agreement between Montgomery Securities and Mr. Neilsen
governs their rights and obligations with respect to Shares which were purchased
in the margin transaction. A copy of such customer agreement is attached hereto
as Exhibit 3 and is hereby incorporated by reference herein."
The response to Item 6 is amended by adding the following:
The Company filed a Registration Statement on Form S-2 (No. 333-73178)
(the "Registration Statement") with the Securities and Exchange Commission (the
"Commission") which, as subsequently amended, was declared effective on December
11, 2001, relating to the offer and sale of the Common Stock. The Registration
Statement covered the sale by the Company of 4,000,000 shares of Common Stock
and up to an additional 900,000 shares of Common Stock pursuant to an
over-allotment option granted to the Underwriters and by Mr. Neilsen of
2,000,000 shares of Common Stock. Mr. Neilsen's shares were included in the
Registration Statement pursuant to his piggyback registration rights provided in
Section 4.2 of the Reorganization Agreement. In connection with the Registration
Statement, the Company, Mr. Neilsen and the Underwriters entered into the
Underwriting Agreement on December 11, 2001.
On December 11, 2001, as an inducement to the Underwriters to enter into
the Underwriting Agreement, Mr. Neilsen entered into a Lock-Up Agreement (the
"Lock-Up Agreement") in which, subject to certain exceptions contained therein,
Mr. Neilsen agreed not to offer to sell, contract to sell, or otherwise sell,
dispose of, loan, pledge or grant any rights with respect to any shares of
Common Stock or any options or warrants to purchase any shares of the Common
Stock, or any securities convertible into, exercisable for or exchangeable for
shares of Common Stock owned by him as of December 11, 2001 during the ninety
day period following the date of the final prospectus (the "Lock-Up Period").
Mr. Neilsen also agreed not to exercise and to waive any registration rights
during the Lock-Up Period.
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CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 7 of 9 Pages
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Mr. Neilsen is the executor of the estate of Gwendolyn N. Anderson and
as such has the sole voting and dispositive power over 220,800 shares of Common
Stock held by the estate.
Except as provided herein, Mr. Neilsen does not have any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of Ameristar, including, but not limited
to, transfer or voting of any of the securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies. The foregoing
descriptions of the Underwriting Agreement and the Lock-Up Agreement are
qualified in their entirety by reference to copies of the agreements, which are
included herewith as Exhibits 4 and 5, respectively, and are incorporated by
reference herein.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The Original Statement provided the following response to Item 7:
"Exhibit 1 Agreement and Plan of Reorganization dated November 15, 1993,
among Ameristar Casinos, Inc., Craig H. Neilsen, in his
individual capacity, and Craig H. Neilsen, as trustee of the
Testamentary Trust created under the Last Will and Testament of
Ray Neilsen, dated October 9, 1963 (the "Trust").
Exhibit 2 Last Will and Testament of Ray Neilsen, dated October 9, 1963.
Exhibit 3 Montgomery Securities Customer Agreement, dated December 22,
1963, between Craig H. Neilsen and Montgomery Securities,
including attachment thereto."
Item 7 is hereby amended by adding the following:
Exhibit 4 Underwriting Agreement, dated December 11, 2001 by and among,
Ameristar Casinos, Inc., Craig H. Neilsen and the several
underwriters listed on Schedule I.
Exhibit 5 Letter Lock-Up Agreement dated December 11, 2001 by Craig H.
Neilsen to Bear, Stearns & Co. Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated and CIBC World Markets Corp. as
Representatives of the Several Underwriters.
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CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 8 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: December 14, 2001
/s/ CRAIG H. NEILSEN
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Craig H. Neilsen
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CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 9 of 9 Pages
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On this 14th of December, 2001, Craig H. Neilsen directed
Connie Wilson, in his presence as well as our own, to sign the foregoing
document as "Craig H. Neilsen." Upon viewing the signatures as signed by
Connie Wilson and in our presence, Craig H. Neilsen declared to us that he
adopted them as his own signatures.
/S/ VICTORIA L. VRY
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Witness
/S/ KELLY CENTER
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Witness
STATE OF NEVADA )
):ss.
COUNTY OF CLARK )
I, Janet Catron, Notary Public in and for said county and state, do
hereby certify that Craig H. Neilsen personally appeared before me and is known
or identified to me to be the person who executed the foregoing instrument.
Craig H. Neilsen, who being unable due to physical incapacity to sign his name
or offer his mark, did direct Connie Wilson, in his presence, as well as my own,
to sign his name to the foregoing document. Craig H. Neilsen, after viewing his
name as signed by Connie Wilson, thereupon adopted the signatures as his own by
acknowledging to me his intention to so adopt them as if he had personally
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
14th day of December, 2001.
Notary Public
/S/ JANET CATRON
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My Commission Expires: 5/9/2005
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Residing at: Las Vegas, NV