8-K

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 30, 2006

Ameristar Casinos, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-22494	880304799
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3773 Howard Hughes Parkway, Suite 490S, Las Vegas, Nevada		89109
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (702) 567-7000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On March 30, 2006, the Compensation Committee (the “Committee”) of the Board of Directors of the Registrant adopted performance criteria for the year ending December 31, 2006 for purposes of the Performance-Based Bonus Plan for Craig H. Neilsen, the Company’s Chief Executive Officer. The Committee established a Target Bonus for Mr. Neilsen for 2006 of $925,000 (100% of his annual base salary) and an EBITDA Target against which the Registrant’s performance will be measured of $257,500,000. A copy of the document setting forth the performance criteria and the formula pursuant to which Mr. Neilsen’s bonus will be calculated is filed as Exhibit 10.1 to this Current Report.

Also on March 30, 2006, the Committee adopted the 2006 Annual Bonus Program for Corporate Senior Management (the “Program”), which covers the executive officers (other than the Chief Executive Officer) and certain other senior management personnel of the Registrant (the “Covered Executives”). The Program provides that each Covered Executive shall receive a cash bonus for the year ending December 31, 2006 determined exclusively by reference to the Registrant’s EBITDA (as defined) and the Covered Executive’s weighted-average base salary and merit performance grade, and further provides that bonuses shall be subject to such downward or upward adjustments, if any, as the Committee may make in its discretion. The Program incorporates the same EBITDA Target as established for the Chief Executive Officer and establishes a Target Bonus for each Covered Executive equal to a percentage of his or her 2006 weighted-average base salary. The Program shall not preclude the Committee, acting in its discretion, from awarding any Covered Executive any additional cash bonus or other compensation. A copy of the Program is filed as Exhibit 10.2 to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(c) Each of the Exhibits listed below is incorporated herein in its entirety:

Exhibit 10.1 - Performance Criteria for 2006, adopted on March 30, 2006 for purposes of the Ameristar Casinos, Inc. Performance-Based Bonus Plan for Craig H. Neilsen

Exhibit 10.2 - 2006 Annual Bonus Program for Corporate Senior Management, adopted on March 30, 2006

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Ameristar Casinos, Inc.
April 4, 2006	By:	Peter C. Walsh
		Name:	Peter C. Walsh
		Title:	Senior Vice President and General Counsel

Exhibit Index

Exhibit No.	Description
10.1	Performance Criteria for 2006, adopted on March 30, 2006 for purposes of the Ameristar Casinos, Inc. Performance-Based Bonus Plan for Craig H. Neilsen
10.2	2006 Annual Bonus Program for Corporate Senior Management, adopted on March 30, 2006

EX-10.1

EXHIBIT 10.1

AMERISTAR CASINOS, INC.
PERFORMANCE-BASED BONUS PLAN
FOR CRAIG H. NEILSEN

PERFORMANCE CRITERIA FOR 2006

Adopted by the Compensation Committee
of the Board of Directors
March 30, 2006

          For purposes of the Performance-Based Bonus Plan for Craig H. Neilsen (this “Plan”) for 2006, Mr. Neilsen’s target bonus shall be $925,000 (the “Target Bonus”) and the target level of Company EBITDA against which Company performance will be measured shall be $257,500,000 (the “EBITDA Target”).

          The Earned Bonus shall be calculated in accordance with the following formula:

• If EBITDA is less than 90.0% of the EBITDA Target, then the Earned Bonus shall equal zero.

• If EBITDA is at least 90.0% of the EBITDA Target but less than 100.0% of the EBITDA Target, then the Earned Bonus shall be calculated as follows:

o Earned Bonus = $925,000 — $0.03592233 for every $1.00 by which Company EBITDA is less than $257,500,000.

• If EBITDA equals exactly 100.0% of the EBITDA Target, then the Earned Bonus shall equal the Target Bonus (i.e., $925,000).

• If EBITDA is greater than 100.0% of the EBITDA Target but less than 110.0% of the EBITDA Target, then the Earned Bonus shall be calculated as follows:

o Earned Bonus = $925,000 + $0.03592233 for every $1.00 of EBITDA achieved by the Company in excess of $257,500,000.

• If EBITDA is 110.0% of the EBITDA Target or greater, then the Earned Bonus shall equal 200% of the Target Bonus (i.e., $1,850,000).

EX-10.2

EXHIBIT 10.2

AMERISTAR CASINOS, INC.
2006 ANNUAL BONUS PROGRAM
FOR CORPORATE SENIOR MANAGEMENT

Adopted by the Compensation Committee
of the Board of Directors
March 30, 2006

          This 2006 Annual Bonus Program for Corporate Senior Management (this “Program”) is being adopted by the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Ameristar Casinos, Inc. (the “Company”) to provide a more direct alignment between the annual bonus compensation payable to the Company’s Corporate Senior Management personnel (as defined below) and the Company’s performance. The Company’s EBITDA (as defined below) is being used to measure Company performance because it is a widely-used measure of performance in the gaming industry and is used internally by management to measure the Company’s operating performance.

          For purposes of this Program, each member of Corporate Senior Management shall receive an annual cash bonus (the “Earned Bonus”) for 2006 determined exclusively by reference to the Company’s EBITDA, such person’s weighted-average base salary (the “Base Salary”) and such person’s Performance Grade for the year ending December 31, 2006. Notwithstanding the foregoing, the Earned Bonus shall be subject to such downward or upward discretionary adjustments, if any, as shall be made by the Compensation Committee acting in its discretion in response to material changes in the condition or performance of the Company or its business, or based on any other factors deemed relevant by the Compensation Committee. Nothing contained in this Program shall preclude the Compensation Committee, acting in its discretion, from awarding any member of Corporate Senior Management any additional cash bonus or other compensation.

          For purposes of this Program, “EBITDA” means the Company’s consolidated earnings before interest, taxes, depreciation, amortization and non-recurring items, as reported in the Company’s public earnings release for the year ending December 31, 2006; provided, however, that for purposes of this Program, EBITDA shall be determined: (i) without deduction for any annual cash bonus paid or payable for 2006 to the Company’s Chairman of the Board and Chief Executive Officer; (ii) by assuming that any property or other business unit of the Company that is sold or otherwise disposed of during 2006 continued to perform as it had been performing prior to its disposition (with such performance being measured by extrapolating its year-over-year performance through the date of disposition for the remainder of the year); and (iii) by excluding the performance of any property or other business unit acquired during 2006. For purposes of this Program, “Corporate Senior Management” means each of the individuals, if any, who hold the following positions with the Company as of December 31, 2006:

(i) President/Chief Operating Officer (excluding Craig H. Neilsen); (ii) Executive Vice President; (iii) Senior Vice President; (iv) Chief Information Officer; (v) Chief Marketing Officer; or (vi) Chief Accounting Officer/Controller. For purposes of this Program, “Performance Grade” means that percentage corresponding to each letter grade used in the calculation of annual merit bonuses paid to team members, where A = 100%; A- = 92%; B+ = 85%; B = 80%; B- = 75%; C+ = 40%; and C = 28%.

          For purposes of this Program, (i) the “EBITDA Target” for each member of Corporate Senior Management shall be $257,500,000 and (ii) the “Target Bonus” for each member of Corporate Senior Management shall be the following percentage of his or her Base Salary: (a) for the President/Chief Operating Officer (which position is currently vacant), 100%; (b) for an Executive Vice President (currently, Gordon R. Kanofsky), 85%; (c) for a Senior Vice President (currently, Thomas M. Steinbauer, Angela R. Frost, Peter C. Walsh, Alan Rose and Richard deFlon), 75%; (d) for the Chief Information Officer (currently, Ursula Conway), 65%; (e) for the Chief Marketing Officer (currently, Paul Eagleton), 65%; and (f) for the Chief Accounting Officer/Controller (currently, Thomas L. Malone), 65%.

          Each member of Corporate Senior Management shall be awarded an Earned Bonus for 2006 equal to (i) such individual’s Target Bonus, multiplied by (ii) the Applicable Bonus Percentage, multiplied by (iii) such individual’s Performance Grade. The “Applicable Bonus Percentage” means: (i) if EBITDA is less than or equal to 90.0% of the EBITDA Target (i.e., $231,750,000), 0%; (ii) if EBITDA is equal to or greater than 110.0% of the EBITDA Target (i.e., $283,250,000), 200.0%; and (iii) if EBITDA is greater than 90.0% of the EBITDA Target but less than 110.0% of the EBITDA Target (i.e., between $231,750,000 and $283,250,000), the percentage equivalent, rounded to the nearest one-hundredth of one percentage point (0.01%), of (a) the dollar amount by which EBITDA exceeds $231,750,000, divided by (b) $25,750,000.

          Solely by way of example, a Senior Vice President whose Base Salary is $350,000 would have a Target Bonus of 75% of Base Salary, or $262,500. If actual EBITDA is $250,000,000 and his Performance Grade is A-, his Earned Bonus would be 70.87% (the Applicable Bonus Percentage) of Target Bonus, multiplied by 0.92 (the percentage corresponding to his Performance Grade), or $171,151. The Applicable Bonus Percentage is calculated as: $250,000,000 minus $231,750,000 equals $18,250,000, divided by $25,750,000 equals 70.87%. If actual EBITDA is $270,000,000, his Earned Bonus would be 148.54% of Target Bonus, multiplied by 0.92, or $358,724. The Applicable Bonus Percentage is calculated as: $270,000,000 minus $231,750,000 equals $38,250,000, divided by $25,750,000 equals 148.54%.

          Earned Bonuses shall be paid as soon as practicable following the determination thereof. Each member of Corporate Senior Management shall have the right to defer all or part of any bonus awarded under this Program by election made pursuant to and in accordance with the Company’s Deferred Compensation Plan.

          This Program may be amended or terminated at any time by the Compensation Committee, acting in its discretion. Nothing contained in this Program shall confer upon any person any contractual or other right to receive any cash bonus or other compensation or to remain in the employ of the Company.

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