-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EOvWtRY8hwOiHyqtGqUUTZK7i3CQ8a+pzajjWiiFzRYxiF9iJfXs0Pbe/KTusLyN AtWuj0G66YFUSeURLh1cjw== 0000912145-97-000005.txt : 19970329 0000912145-97-000005.hdr.sgml : 19970329 ACCESSION NUMBER: 0000912145-97-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970327 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19970328 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERISTAR CASINOS INC CENTRAL INDEX KEY: 0000912145 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880304799 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22494 FILM NUMBER: 97567712 BUSINESS ADDRESS: STREET 1: 3773 HOWARD HUGHES PKWY STREET 2: SUITE 490 SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 702-567-7000 MAIL ADDRESS: STREET 1: 3773 HOWARD HUGHES PKWY STREET 2: SUITE 490 SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 1997 AMERISTAR CASINOS, INC. (Exact name of registrant as specified in its charter) Nevada 0-22494 88-0304799 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation or Number) organization) 3773 Howard Hughes Parkway Suite 490 South Las Vegas, Nevada 89109 (Address of principal executive offices and Zip Code) (702) 567-7000 (Registrant's telephone number, including area code) P.O. Box 92200 Henderson, Nevada 89009 (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On March 26, 1997, the Registrant issued a press release (the "Press Release") announcing (i) the commencement of an arbitration proceeding against the former stockholders of Gem Gaming, Inc. ("Gem"), which was acquired by the Registrant through a merger in October 1996, (ii) the postponement by the Registrant's bank lenders of a previously-scheduled closing of an increased bank credit facility due to uncertainties related to the form and amount of merger consideration payable by the Registrant to the Gem stockholders and (iii) a delay in the construction of the Registrant's casino-hotel project, The Reserve, in Henderson, Nevada, until adequate financing can be obtained. The Press Release is filed herewith as an exhibit to this Report. The Press Release is hereby incorporated by reference into this Report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) and (b) Financial Statements and Pro Forma Financial Information. None. (c) Exhibits. 20.1 Press Release of Ameristar Casinos, Inc. dated March 26, 1997 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the undersigned registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMERISTAR CASINOS, INC. (Registrant) Date: March 27, 1997 By: /s/ THOMAS M. STEINBAUER Thomas M. Steinbauer, Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit Method of Filing 20.1 Press Release of Ameristar Filed electronically herewith. Casinos, Inc. dated March 26, 1997. EXHIBIT 20.1 AMERISTAR CASINOS, INC. 3773 Howard Hughes Parkway, Suite 490S Las Vegas, Nevada 89109 702-567-7000 -- Fax: 702-369-8860 FOR IMMEDIATE RELEASE CONTACT: Tom Steinbauer, Senior Vice President of Finance -- (702) 567-7000 DATE: Mar. 26, 1997 AMERISTAR CASINOS COMMENCES ARBITRATION PROCEEDING AGAINST GEM GAMING STOCKHOLDERS RELATING TO MERGER AGREEMENT; UNCERTAINTIES POSTPONE COMPLETION OF FINANCING FOR CONSTRUCTION OF THE RESERVE LAS VEGAS -- Ameristar Casinos, Inc. announced today that it has commenced an arbitration proceeding against Steven W. Rebeil and Dominic J. Magliarditi, the former stockholders of Gem Gaming, Inc. ("Gem"), for breaches of the Merger Agreement by which Gem was merged in October 1996 into a wholly owned subsidiary of Ameristar and for breaches of the implied covenant of good faith and fair dealing related to the merger. Due to uncertainties related to the Merger Agreement, Ameristar's bank lenders have postponed the completion of an increase in Ameristar's bank credit facility from $94.5 million to $175 million that was scheduled to close this week. Pending the resolution of these uncertainties to the satisfaction of the bank lenders or the availability of alternative financing, Ameristar will delay construction on The Reserve casino-hotel in Henderson, Nev., which it acquired under construction through the Gem merger. Under the terms of the Merger Agreement, as amended in September 1996, the Gem stockholders were to receive the net proceeds, less certain agreed-upon reductions of approximately $4 million, of an underwritten public offering of 7.5 million shares of Ameristar common stock to be completed by June 1, 1997. The Merger Agreement provides that if the offering is not completed by June 1, 1997, the Gem stockholders would receive three-year 8% promissory notes in a principal amount equal to 7.5 million multiplied by the average closing price of Ameristar common stock during the last 10 trading days of May 1997, less the agreed-upon reductions. The Merger Agreement does not provide for a minimum amount of merger consideration and does not give the Gem stockholders the right to elect the form of merger consideration. Ameristar's complaint alleges that the Gem stockholders have wrongfully and in bad faith interfered with and impeded Ameristar's contemplated stock offering because they believed the stock offering would result in a lesser amount of merger consideration than the alternative promissory notes. Ameristar alleges, for example, that notwithstanding covenants in the Merger Agreement to cooperate to effect the offering, Rebeil has refused to approve a prominent national underwriter (Bear, Stearns & Co. Inc.) proposed by Ameristar to lead the offering and has categorically refused to approve the engagement of any other underwriter to lead the offering (including several other national underwriters interviewed by Ameristar and the Gem stockholders), and the Gem stockholders have threatened to bring suit to scare off potential underwriters and otherwise preclude the offering. Ameristar alleges that these actions effectively have thwarted Ameristar's ability to consummate the offering. Ameristar is seeking damages from the Gem stockholders and declaratory relief to establish the amount and terms of payment of the merger consideration in light of the conduct of the Gem stockholders. Shortly before the scheduled closing of Ameristar's new $175 million bank credit facility, Wells Fargo Bank, N.A., the lead lender and agent for the credit facility, advised Ameristar that the banks could not proceed with the closing of the credit facility due to uncertainties relating to the form and amount of merger consideration payable to the Gem stockholders. Pending further developments, Wells Fargo Bank has agreed to make an additional unsecured loan to Ameristar in the amount of $20 million, the proceeds of which will be used to repay short- term indebtedness, to pay the costs to complete the redesign of The Reserve and current construction activities and for other working capital purposes. Ameristar expects this short-term loan to be repaid upon the completion of an increase of its existing revolving credit facility with Wells Fargo Bank and other banks. In the absence of the new credit facility or other financing, Ameristar will complete certain construction work currently in progress on The Reserve and delay further construction on the project. Limited construction has taken place since September 1996 while Ameristar completed plans to expand and enhance The Reserve and sought financing for the project. The redesign of The Reserve is substantially complete, and, in connection with the anticipated closing of the increased credit facility, Ameristar had intended to announce the details of the redesigned project, including an expected opening in February 1998 and a budget of approximately $125 million, including previous expenditures. Notwithstanding the dispute with the Gem stockholders and the delay of The Reserve project, Ameristar believes that it will have adequate liquidity and capital resources to continue to meet its obligations, including payments on indebtedness, and that these events will not have any material impact on the operation of Ameristar's existing casino properties in Jackpot, Nev., Vicksburg, Miss. and Council Bluffs, Ia. This forward-looking statement assumes the completion of the contemplated increase of Ameristar's existing bank credit facility and the absence of any other unforeseen factors beyond Ameristar's control, including adverse changes in its business or operating revenues. Accordingly, actual results may differ materially from those currently anticipated. "We regret that the uncertainties related to the Merger Agreement force us to delay construction on The Reserve," said Craig H. Neilsen, Ameristar's president and CEO. "We intend to hold the Gem stockholders accountable for their actions, which have resulted in substantial damage to Ameristar," Mr. Neilsen continued. "We will make every effort to proceed with the construction of The Reserve as soon as possible. We remain confident in the ultimate success of The Reserve." Ameristar Casinos, Inc., a Las Vegas-based publicly traded company (Nasdaq-NMS ticker: ASCA) with a strong background in the gaming and hospitality industry dating back to 1954, owns and operates Cactus Petes and The Horseshu in Jackpot, Nev., Ameristar Casino Vicksburg in Vicksburg, Miss. and Ameristar Casino Council Bluffs in Council Bluffs, Ia. across the Missouri River from Omaha, Neb. Ameristar also owns The Reserve, a safari- themed casino-hotel, under construction in Henderson, Nev. in metropolitan Las Vegas. -----END PRIVACY-ENHANCED MESSAGE-----