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): October
9, 1996
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)
P.O. Box 92200
Henderson, Nevada 89009
(Address of principal executive offices and Zip
Code) (702) 737-0777
(Registrant's telephone number, including area code)
P.O. Box 259
Jackpot, Nevada 89825
(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 9, 1996 (the "Closing Date"), Gem
Gaming, Inc. ("Gem"), a Nevada corporation, was merged
with and into Ameristar Casino Las Vegas, Inc.
("ACLVI"), a Nevada corporation and a wholly owned
subsidiary of Ameristar Casinos, Inc. (the "Company").
Gem is developing The Reserve Hotel & Casino ("The
Reserve") in the Henderson Green Valley suburban
communities in the southeastern portion of the Las
Vegas, Nevada greater metropolitan area. The
merger of Gem into ACLVI (the "Merger") was
consummated at a closing (the "Closing") pursuant to a
Merger Agreement originally entered into as of May 31,
1996, among the Company, ACLVI, Gem and Gem's
stockholders, and amended as of July 2, 1996 and on
October 2, 1996 effective as of September 27, 1996
(collectively, the "Merger Agreement").
THE RESERVE HOTEL & CASINO. The Reserve, with an
African safari and big game reserve theme that includes
statues of elephants, giraffes and other animals, is
being constructed in phases at the southeast corner of the
junction of Lake Mead Drive and Interstate 515 in
Henderson, Nevada.
Initial Gem Design Plans. Gem's development plans
contemplated that the initial phase of The Reserve would
be approximately 198,000 square feet and would include an
approximately 34,000-square foot casino (including both
slot machines and table games), 225 hotel rooms,
various dining facilities, a race and sports book and a
bingo area. Gem had anticipated opening The Reserve
on October 1, 1996. Following the execution of the
Merger Agreement, the Company, with the cooperation of
Gem, commenced a redesign of The Reserve intended to
expand the scope and size of the project, both initially
and overall, to enhance the furnishings and decor and to
reconfigure some of the interior spaces.
Ameristar Redesign. Although the redesign process is
ongoing and the design of The Reserve is still subject to
change, the following description reflects the Company's
current intentions for the development of The Reserve.
The Reserve will be constructed in three phases and will
be opened upon the completion of
the first two phases. Phase I will include
approximately 265,000 square feet of space, with most
of the increased space being added to back-of-the-house
areas (kitchen, warehouse and offices). Phase I will
include a buffet, a 24hour restaurant, a steak house,
an Italian restaurant and a lounge. The size of the
casino and hotel in Phase I will generally remain the
same as in Gem's original plans, but the interior
finishes will be enhanced. Phase I will also include a
swimming pool.
Phase II of The Reserve will include approximately
54,000 square feet of additional casino and
entertainment space, a race and sports book, another
lounge and a parking structure.
Phase III of The Reserve, construction of which
would not be commenced until after the opening of
Phases I and II, is contemplated to add a second hotel
tower with approximately 250 rooms, meeting rooms, an
additional restaurant, additional gaming space, a
children's activity center and an expanded swimming
pool.
Status of Construction. Prior to entering into
the Merger Agreement, Gem had entered into construction
and other contracts for portions of The Reserve. ACLVI
has succeeded to these contracts as a result of the
Merger. Substantial modifications to these contracts
have been and will be necessary due to the redesign of
the project.
Construction of the hotel has been substantially
completed, subject to the installation of furniture,
fixtures and equipment to be provided by ACLVI and the
application of the exterior finish. The shell of the
casino and food service areas is approximately 85%
completed, and the mechanical, electrical, plumbing
and HVAC systems have been installed. The redesign of
The Reserve will require some of this work to be
reconfigured.
Determination of Revised Opening Date and
Development Budget. Until the redesign of The Reserve
is further along, the Company will not be in a position
to provide information concerning the revised opening
date or the development budget for Phases I and II of
The Reserve. In order to fund the completion of Phases
I and II of The Reserve, the Company will need to
increase its revolving bank credit facility or obtain
additional financing from another source. See
"Repayment of Gem Bank Debt; Increase in Long-Term
Debt" below.
Market and Anticipated Competition. The greater
metropolitan area of Las Vegas, which includes
HendersonGreen Valley, has been one of the fastest
growing metropolitan areas in the United States during
the last five years. Henderson has grown in population
by approximately 57% during this period. Although the
Company anticipates that the Las Vegas metropolitan
area and Henderson-Green Valley will continue to
experience population growth, there can be no
assurances that such growth will continue for any
particular period of time or at the same rates as in
the recent past.
According to the Nevada Department of
Transportation, approximately 65,000 vehicles per day
currently pass through the junction of Interstate 515
and Lake Mead Drive, the site of The Reserve. Upon the
completion of Interstate 215 nearby, currently
anticipated in late 1997, the Nevada Department of
Transportation has estimated that the traffic counts at
the Interstate 515/Lake Mead Drive junction will
increase to approximately 115,000 vehicles per day.
The gaming market in the greater metropolitan Las
Vegas area includes segments for visitors and local
residents, and both segments of this market are
subject to intense and dynamic competition. The
Company expects that The Reserve will compete primarily
for local customers in the Henderson-Green Valley
suburban communities, although the Company also intends
to market The Reserve to visitors. The primary
subsegments of the visitors market that the Company
anticipates will be served by The Reserve include
persons driving from Arizona via Interstate 515,
persons driving to and from Lake Mead from California
and other visitors to the Las Vegas area who desire
lodging in Henderson-Green Valley.
There are currently 12 small limited service
casinos within a five-mile radius of The Reserve site.
Station Casinos, Inc. is developing Sunset Station
casino-hotel approximately 3.5 miles north of The
Reserve site along Interstate 515, which is expected to
open in mid-1997. Sunset Station will be larger than
The Reserve. The Company is aware of several sites in
Henderson-Green Valley that have been zoned for casino
hotels. Although several others have previously
announced plans for the development of additional
casino resorts in or near Henderson-Green Valley, the
Company is not aware of any public announcements by
others firmly committing to the development of any of
these proposed projects. The Company expects The
Reserve to face significant competition in the
Henderson-Green Valley market and that it is likely
additional casino resorts ultimately will be developed
in this market area.
The Reserve Site. The site upon which The Reserve
is being developed is approximately 23 acres, but ACLVI has
options to acquire additional adjacent land that could
increase the area of the site to approximately 46 acres.
Each option exercise must be for at least five acres and a
minimum of five acres of the option land must be acquired
each year (commencing October 1, 1997) or the remaining
options expire. The option exercise prices, which increase
at the rate of 8% per annum from October 1, 1995, are $5.00
per square foot ($217,800 per acre) for the first 17 acres
and $3.50 per square foot ($152,460 per acre) for each
remaining acre.
The construction of Phases I and II of The Reserve
will require ACLVI to exercise options for between five and
10 acres of additional land. Phase III construction will
also require ACLVI to acquire additional land, the area of
which has not yet been determined.
The Reserve site, including the option parcels, was
previously used for surface waste disposal activities for
approximately 50 years. Prior to 1994, the site had large
areas of debris, rubble and some stained soils resulting
from these waste activities. Site studies revealed
asbestos, lead and pesticide concentrations in the surface
soils. Following a surface remediation program by a third
party in 1994, the Nevada Division of Environmental
Protection approved a closure of the remediation and
indicated that no further work was required.
A 1995 phase I environmental study on the 23 acres now
owned by ACLVI showed that some rubble remained on
portions of the property, but that all hazardous material
had been removed. ACLVI has commissioned a phase I
environmental study on the 23 acres of The Reserve site
under option, but has not yet received any report of the
results of this study. Phase I environmental studies
involve the conduct of limited procedures and may not
identify the existence or extent of actual environmental
conditions. Across Lake Mead Drive from The Reserve site
is a large industrial complex that is the subject of an
ongoing environmental investigation and remediation process
under the supervision of the Nevada Division of
Environmental Protection. This industrial complex has
caused some soils and groundwater contamination. Although
no assurances can be given, the Company believes it is
unlikely that any portion of The Reserve site will be
materially affected by this contamination as The Reserve
site is upgradient from the industrial complex.
TERMS OF THE MERGER AGREEMENT. The following
description of the terms of the Merger Agreement and
related agreements is qualified in its entirety by, and
made subject to, the actual provisions of the Merger Agreement, which
have been filed and/or incorporated by reference as
exhibits to this Report on Form 8-K.
Parties to the Merger Agreement. In addition to the
Company, ACLVI and Gem, the parties to the Merger Agreement
are Steven W. Rebeil in his individual capacity and in his
capacity as trustee of the Karizma Trust created under a
Trust Agreement dated July 21, 1991, as amended ("Rebeil"),
and Dominic J. Magliarditi
("Magliarditi"). The Karizma Trust and Magliarditi (the
"Gem Stockholders") were the only stockholders of Gem immediately prior
to the Merger and owned approximately 96.9 percent and 3.1
percent, respectively, of the outstanding common stock of Gem prior
to the Merger.
Conversion and Cancellation of Gem Shares; PostMerger Offering.
The Merger Agreement, as originally entered into, contemplated that
7.5 million shares of the Company's Common Stock, subject to
adjustment in certain cases, would be issued to the Gem Stockholders
as merger consideration. Under the amended Merger Agreement, all of
the outstanding shares of Gem common stock were cancelled at the
Closing and were converted into the right to receive cash, subject
to reduction as described below, equal to the amount of the net
proceeds (after payment of underwriters' discounts and
commissions and certain other offering expenses) in excess of $4.0
million of an underwritten secondary public offering (the
"Offering") of 7.5 million shares of the Company's Common Stock
(the "PostMerger Offering Stock") if the Offering is concluded by
the Company by June 1, 1997. The earlier of the closing of the
Offering or June 1, 1997 is referred to in this Report as the
"Settlement Date." If the Offering has not been completed by June
1, 1997, the Gem Stockholders will receive promissory notes, as
described below.
The Company did not issue any shares of the Company's
Common Stock to either of the Gem Stockholders at the Closing, and
the Merger Agreement provides that neither of the Gem Stockholders
has any right to vote or dispose of any shares of the Post-Merger
Offering Stock, which remain unissued.
If the per share net offering proceeds in the Offering are
greater than $8.00 per share, the Company will be entitled to retain
out of the net offering proceeds, and will not pay to the Gem
Stockholders as merger consideration, an additional amount, up to
an aggregate of $1.2 million, equal to (i) one-half (1/2) of (ii)
the amount by which the per share net offering proceeds exceed
$8.00 (iii) multiplied by 7,500,000.
In determining the net offering proceeds for purposes of calculating
the amount of the merger consideration, the deduction for the
expenses of the Offering other than underwriting discounts and
commissions will not exceed 0.5% of the gross offering proceeds, or
if the public offering price is $8.00 or more, such deduction will
not exceed the greater of 0.5% of the gross offering proceeds and
$350,000 (the "Offering Expenses").
The Company has agreed not to sell more than 500,000
shares of its Common Stock, other than the Post-Merger Common
Stock, through the Offering or any other underwritten public
offering prior to the Settlement Date, unless all of the Post-
Merger Offering Stock is sold in the Offering. The Offering may
include shares of Common Stock in addition to the Post-Merger
Offering Stock, and the Company will designate which shares to be
included in the Offering will constitute Post-Merger Closing Stock.
Although the Company has agreed in the Merger Agreement
to use commercially reasonable efforts to conclude the
Offering prior to June 1, 1997, the Company has not entered into
any agreements or understandings with any potential underwriters for
the Offering or any other public offering of its securities or
otherwise begun to make preparations for the Offering or any other
public offering. There can be no assurance that the Company will
seek to make a public offering of any of its securities prior to
June 1, 1997, or that any public offering undertaken will be
successfully completed. As of the date of this Report, the Company
believes it is unlikely that the Offering, if proceeded with, would
be made prior to the second quarter of 1997.
If the Offering is not concluded in whole or in part
prior to the Settlement Date, the Company will deliver to the Gem
Stockholders promissory notes in an aggregate principal amount
equal to (i) the Average 10-Day Closing Price of the Common Stock
(as defined in the Merger Agreement) as of the Settlement Date (ii)
multiplied by 7,500,000 (iii) minus $4,000,000 and (iv) minus one-
half (1/2) of any Offering Expenses. Such promissory notes would be
unsecured, would mature on the third anniversary of the Settlement
Date and would accrue interest at the rate of eight percent (8%) per
annum. Interest payments would be payable on a monthly basis.
Until the Settlement Date, these promissory notes will be held in
escrow by a bank for completion and/or release to the Company or the
Gem Stockholders in accordance with a joint notice to be delivered
by the Company and the Gem Stockholders.
If, prior to June 1, 1997, the Company's Common Stock
is not listed or designated for active trading on an established
United States securities market solely as the result of the prior
completion of a "Rule 13e-3 transaction" (as defined in Rule 13e3
("Going Private Transactions by Certain Issuers or Their
Affiliates") of the Securities and Exchange Commission), the Merger
Agreement provides that the date of such Rule 13e-3 transaction
will be the Settlement Date and that the 10-Day Average Closing
Price of the Common Stock will be $9.00 for purposes of determining
the principal amount of the promissory notes issuable to the Gem
Stockholders. Such promissory notes, if issued, will mature six (6)
months after the Settlement Date. Neither the Company nor any
subsidiary of the Company nor, to the best of the Company's
knowledge, any affiliate of the Company has any present intention to
commence any Rule 13e3 transaction.
The merger consideration, regardless of its form, will be
allocated between the Gem Stockholders in proportion to their
ownership of Gem common stock. Immediately prior to the Merger,
Rebeil and Magliarditi owned 4,750 and 150 shares of Gem common
stock, respectively.
The Merger Agreement, as originally entered into, provided for
the merger consideration to be reduced based in part on the cost to
construct The Reserve in accordance with certain standards provided
for in the Merger Agreement. Due to the changes in the scope and
plans of The Reserve made by Gem at the request of Ameristar since
the Merger Agreement was entered into and the resulting delay in the
completion of The Reserve, it would have been impracticable to
determine with accuracy the amount of this consideration
adjustment. In the most recent amendment to the Merger Agreement,
the parties provided for this consideration adjustment to be $4.0
million, as described above, based on certain representations and
warranties made by Gem and Rebeil, including certain of the
financial representations and warranties described below.
Financial Representations and Warranties; Post-Merger Audit of Gem
Balance Sheet. Certain financial representations and warranties
were made by Gem and Rebeil in or pursuant to the Merger Agreement,
including representations and warranties that: (a) Gem's capital
expenditures accrued in connection with the development of The
Reserve as of August 31, 1996 were approximately $19.7 million; (b)
Gem had no material outstanding liabilities to contractors and
materialmen for the construction of The Reserve that were due and
payable as of August 31, 1996; (c) the outstanding principal
balance of Gem's bank debt as of August 31, 1996 and the Closing
Date was $10.0 million and $11.4 million, respectively; (d) Gem had
no other liabilities as of the Closing Date related to The Reserve
or otherwise except as set forth on its unaudited balance sheet
dated as of August 31, 1996 or incurred after that date in the
ordinary course of Gem's business; and (e) Gem's stockholders'
equity as of August 31, 1996 was approximately $11.4 million. The
Company has engaged its independent public accountants to audit
Gem's financial statements as of, and for the periods ending on,
December 31, 1995 and September 30, 1996.
Other Representations and Warranties; The Merger Agreement
contains additional representations and warranties by one or both of
Gem and Rebeil addressing various matters, many of which are
customarily addressed by representations and warranties in
agreements for similar acquisition transactions.
Survival of Representations and Warranties; Indemnification.
The representations and warranties made in or pursuant to the
Merger Agreement survive for a period of three years after the
Closing, or in certain cases until the expiration of applicable
statutes of limitations.
The Merger Agreement provides for Rebeil to indemnify the
Company, ACLVI and their affiliates and representatives against
various liabilities, obligations, costs and expenses arising out of,
resulting from or incident to breaches of representations and
warranties made in or pursuant to the Merger Agreement, breaches of
covenants or agreements made in or pursuant to the Merger Agreement
and certain specified liabilities. Rebeil's aggregate liability for
indemnification claims will not exceed the value of the merger
consideration. The indemnification liability of Rebeil will be
reduced if and to the extent that Ameristar or ACLVI receives,
without a reservation of rights, payment of an insurance claim with
respect to the indemnified claim.
The Merger Agreement also provides for Ameristar and ACLVI to
indemnify the Gem Stockholders against various liabilities,
obligations, costs and expenses arising out of, resulting from or
incident to breaches of representations and warranties made in or
pursuant to the Merger Agreement, breaches of covenants or
agreements made in or pursuant to the Merger Agreement, and certain
obligations or liabilities of Rebeil under certain guarantees by
Rebeil of Gem obligations. The aggregate liability of Ameristar
and ACLVI for indemnification claims will not exceed the value of
the merger consideration.
REPAYMENT OF GEM BANK DEBT; INCREASE IN LONG-TERM DEBT. In
connection with the Closing of the Merger, the Company repaid the
outstanding balance (approximately $11.4 million) of a bank loan of
Gem that was secured by The Reserve. This repayment was funded out
of a draw on the Company's Revolving Credit Facility, which was
increased by $4.5 million to $99.0 million. As of the date of
this Report, the outstanding principal balance of the Company's
Revolving Credit Facility was $99.0 million. As a result of the
increase in the Revolving Credit Facility, the first semi-annual
reduction in available principal under the Revolving Credit
Facility will occur on January 1, 1997 instead of July 1, 1997. The
January 1, 1997 scheduled principal reduction is in the amount of
$4.5 million. The Company anticipates that it will need to obtain
additional financing in order to fund the initial scheduled
principal reduction under the Revolving Credit Facility and any
material capital expenditures other than those for the completion of
the Ameristar Council Bluffs project in Iowa.
The Company is considering various financing arrangements to
increase its long-term debt, including, as previously disclosed, a
possible replacement of the Company's current Revolving Credit
Facility with an approximately $175 million bank credit facility.
The Company is currently in negotiations with Wells Fargo Bank,
N.A., the lead agent for the Company's current Revolving Credit
Facility, and other lenders concerning such a replacement of the
Revolving Credit Facility. There can be no assurance that these
negotiations or any other financing arrangement will be completed by
January 1, 1997 or at all. For additional information on the
Company's liquidity and capital resources, see "Management's
Discussion and Analysis of Financial Condition and Results of
Operation-Liquidity and Capital Resources" in the Company's Reports
on Form 10-K and 10-Q for the year and quarter ended December 31,
1995 and June 30, 1996, respectively.
REGULATORY APPROVALS. The Merger did not require the prior
approval or consent of any gaming regulatory authority in the
States of Nevada, Mississippi and Iowa, and the Company does not
believe that the issuance of the above-described promissory notes as
merger consideration, if necessary, will require the Company to
obtain any approval or consent of any such regulatory authority.
However, any of the Nevada, Mississippi or Iowa gaming authorities
could require either or both Rebeil or Magliarditi to be found
suitable as the holders of debt securities of the Company. If a
creditor of the Company is found to be unsuitable by such a
regulatory authority, the Company could be sanctioned if it makes
payments on the debt to the creditor. Pursuant to other regulatory
requirements, each of Rebeil and Magliarditi has filed an
application with the Nevada gaming authorities for a finding of
suitability. In addition, any public offering by the Company of its
securities, including the Offering, requires the approval of the
Nevada gaming authorities. For additional information, see
"Business--Government Regulations" in the Company's Report on Form
10-K for the year ended December 31, 1996.
ADDITIONAL ARRANGEMENTS WITH REBEIL. Under the Merger
Agreement, as originally entered into, Rebeil was to become Vice
Chairman of the Company's Board of Directors and enter into a long-
term employment agreement with the Company. In the most recent
amendment to the Merger Agreement, the parties agreed that Rebeil
would not join the Company as a director, officer or employee or in
any other capacity. The Merger Agreement provides that the Company
will pay a monthly stipend to Rebeil in the amount of $25,000 on the
Closing Date and on the first day of each month thereafter until
the Settlement Date. The Company made the initial stipend payment
to Rebeil on the Closing Date. The Merger Agreement also provides
for Rebeil to use on a rent-free basis certain office space in a
modular office facility adjacent to The Reserve construction site
for a period from the Closing Date until 10 days after the
Settlement Date.
EMPLOYMENT OF MAGLIARDITI. The Merger Agreement provides for
Ameristar to employ Magliarditi after the closing as Senior Vice
President/Co-General Counsel pursuant to an employment agreement.
The employment agreement has not been completed as of the date of
this Report, but the Merger Agreement provides that the employment
agreement will include the following primary terms and conditions:
(i) a contract term of three years, automatically renewable for
successive one-year terms unless either party gives six months'
prior notice of termination; (ii) a base annual salary of $200,000;
and (iii) if the Company terminates Magliarditi's employment without
cause or if Magliarditi terminates his employment for good reason
(as defined, which includes a failure by the Company to extend the
term of the agreement), a severance payment in an amount determined
in part by the remaining contract term.
Magliarditi has filed an application with the Nevada gaming
regulatory authorities for a finding of suitability to be an
officer of the Company, which is currently expected to be
considered during public hearings in November 1996. Magliarditi has
agreed that until the Nevada gaming authorities act upon his
application for a finding of suitability, he will not assume any
position as an officer of the Company.
TRANSACTIONS WITH GEM AIR, INC. Gem Air, Inc., a corporation
wholly owned by Rebeil ("Gem Air"), was the sole owner of a 1982 Cessna
Citation ISP jet aircraft (the "Aircraft") and leased the ground, and
certain improvements thereto, upon which Gem Air had previously
completed a hangar facility located at McCarran International Airport in
Las Vegas, Nevada (the "Hangar"). On July 5, 1996 (the "Aircraft
Closing Date"), the Company and Gem Air consummated various transactions
relating to the Aircraft and the Hangar in accordance with the
provisions of the Merger Agreement. The following description of the
terms of these transactions is qualified in its entirety by, and made
subject to, the actual provisions of the relevant agreements, which have
been filed and/or incorporated by reference as exhibits to this Report
on Form 8-K.
The Company purchased from Gem Air a one-half (1/2) interest in the
Aircraft for approximately $466,123. The Aircraft is encumbered by a
loan from a commercial lender, the principal amount of which was
approximately $667,750 as of the Aircraft Closing Date. The Company and
Gem Air own the Aircraft as tenants in common and entered into an
Aircraft Operating Agreement. Under the Aircraft Operating Agreement,
the Company has operational control of the Aircraft and is responsible
for servicing the commercial loan secured by the Aircraft and paying all
maintenance and other operating costs of the Aircraft, except that Gem
Air is responsible for the variable costs of the use of the Aircraft by
Gem Air or its agents. The Aircraft Operating Agreement includes
provisions permitting either co-owner to initiate a sale of the
Aircraft, which may include a sale of one coowner's interest in the
Aircraft to the other co-owner.
Gem Air conveyed the Hangar, including an assignment of its
leasehold interests, to Nevada AG Air, Ltd., a Nevada limited liability
company, the members of which are the Company and Gem Air ("Nevada AG
Air"). The Company and Gem Air, acting together, are the managers of
Nevada AG Air. Concurrently with the conveyance of the Hangar, Nevada
AG Air subleased the Hangar to the Company for a term ending on July 31,
2025, at a monthly rental equal to the base rental payable under the
ground lease (currently $3,674) plus $100. The Company has contributed
$361,705 in cash to Nevada AG Air and Gem Air contributed to Nevada AG
Air assets with an agreed value of $579,898. Nevada AG Air made an
initial distribution of $289,949 to Gem Air. The conveyance of the
Hangar by Gem Air to Nevada AG Air was made subject to a bank loan
secured by the Hangar in the principal amount of approximately $320,000.
The Company is making the payments necessary to service this loan, which
payments are considered additional capital contributions to Nevada AG
Air. Based on each member's net capital contributions to Nevada AG Air
as of the date of this Report, the Company and Gem Air have 55.5% and
44.5% percentage interests, respectively, in Nevada AG Air.
CAUTIONARY STATEMENT CONCERNING FORWARD LOOKING STATEMENTS. The
information included in this Report includes forward-looking statements,
such as statements concerning the redesign, construction and financing of
The Reserve, the anticipated increase in the Company's long-term debt, the
contemplated public offering of the Company's Common Stock prior to June
1, 1997, anticipated market and competitive conditions that will affect
The Reserve, the potential impact of gaming regulatory requirements in
connection with the Merger and the existence or absence of environmental
contamination affecting The Reserve site. Actual results might differ
materially from those projected in or anticipated or contemplated by these
forwardlooking statements due to various factors, many of which are beyond
the control of the Company. Information concerning some of
these factors is set forth above in this Report and in the Company's
other publicly available reports on Forms 10-K, 10-Q and 8-K filed
with the Securities and Exchange Commission. In addition to the
cautionary statements in this Report, attention is drawn to the
cautionary statements included under the captions "Business-Government
Regulations" in the Company's Report on Form 10-K for the fiscal year
ended December 31, 1995, and "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in each of the 1995
Form 10-K and the Company's Report on Form 10-Q for the quarterly
period ended June 30, 1996.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) Financial Statements and Pro Forma Financial
Information.
The financial statements and the pro forma financial
information relating to the transaction described in Item
2 of this Report (collectively, the "Financial
information"), which are required to be filed as part of this Report
pursuant to paragraphs (a) and (b) of Item 7 of Form 8K, are not
included with this filing in reliance on Items 7(a)(4) and 7(b)(2) of
Form 8-K. It is impracticable to provide the Financial
Information at the time this Report is filed.
In accordance with Item 7(a)(4) of Form 8-K, the Financial
Information will be filed by amendment to this Report on
Form 8-K/A as soon as practicable, but not later than
December 23, 1996.
(c) Exhibits.
2. Plan of Acquisition, Reorganization,
Liquidation or Succession. See Exhibits 10.1 through 10.9 and
Exhibit 99.1.
10.1 Merger Agreement by and among Gem
Gaming, Inc., Ameristar Casinos, Inc., Ameristar Casino
Las Vegas, Inc., Steven W. Rebeil and Dominic J.
Magliarditi, dated as of May 31, 1996. Incorporated by
reference to Exhibits 10.1 and 99.1 to the Ameristar
Casinos, Inc. Report on Form 10-Q for the quarterly
period ended June 30, 1996 (the "June 30, 1996 10-
Q").
10.2 First Amendment to Merger Agreement
by and among Gem Gaming,Inc., Ameristar Casinos,
Inc., Ameristar Casino Las Vegas, Inc., Steven W.
Rebeil and Dominic J. Magliarditi, dated as of July
2, 1996. Incorporated by reference to Exhibit 10.5
to the June 30, 1996 10-Q.
10.3 Second Amendment to Merger Agreement by
and among Gem Gaming, Inc., Ameristar Casinos, Inc.,
Ameristar Casino Las Vegas, Inc., Steven W.
Rebeil and Dominic J. Magliarditi, dated as of
September 27, 1996. See also Exhibit 99.1.
10.4 Gem Individuals' Notes Escrow Agreement
and Escrow Instructions by and
among Ameristar Casinos, Inc.,
Steven W. Rebeil and Dominic J.
Magliarditi, dated as of September
27, 1996.
10.5 Letter agreement between Ameristar
Casinos, Inc. and Dominic J.
Magliarditi, dated as of
October 3, 1996.
10.6 Purchase Agreement between Ameristar
Casinos, Inc. and Gem Air, Inc. dated
as of June 30, 1996. Incorporated by
reference to Exhibit 10.6 to the June
30, 1996 10-Q.
10.7 Aircraft Operating Agreement between
Ameristar Casinos, Inc. and Gem Air,
Inc., dated as of July 5, 1996.
Incorporated by reference to Exhibit
10.4 to the June 30, 1996 10-Q.
10.8 Operating Agreement of Nevada AG Air,
Ltd., dated as of July 5, 1996.
Incorporated by reference to Exhibit
10.2 to the June 30, 1996 10-Q.
10.9 Sublease between Ameristar Casinos,
Inc. and Nevada AG Air, Ltd., dated as
of June 30, 1996. Incorporated by
reference to Exhibit 10.3 to the June
30, 1996 10-Q.
99.1 Agreement to furnish the Securities
and Exchange Commission certain omitted exhibits and
schedules to Exhibit 10.3.
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: October 23 , 1996
By: /s/ Thomas M.Steinbauer
Thomas M. Steinbauer,
Senior Vice President
and Chief
Financial Officer
INDEX TO EXHIBITS
Exhibit Method of Filing
2. Plan of Acquisition, Reorganization, See Exhibits 10.1 through
Liquidation or Succession. 10.9 and Exhibit 99.1.
10.1 Merger Agreement by and among Gem Incorporated by reference to
Gaming, Inc., Ameristar Casinos, Exhibits 10.1 and 99.1 to
Inc., Ameristar Casino Las Vegas, the Ameristar Casinos, Inc.
Inc., Steven W. Rebeil and Dominic Report on Form 10-Q for the
J. Magliarditi, dated as of May 30, quarterly period ended
1996. June 30, 1996 (the "June 30,
1996 10-Q").
10.2 First Amendment to Merger Agreement Incorporated by reference to
by and among Gem Gaming, Inc., Exhibit 10.5 to the June 30,
Ameristar Casinos, Inc., Ameristar 1996 10-Q.
Casino Las Vegas, Inc., Steven W.
Rebeil and Dominic J. Magliarditi,
dated as of July 2, 1996.
10.3 Second Amendment to Merger Agreement Filed herewith electronically
by and among Gem Gaming, Inc.,
Ameristar Casinos, Inc., Ameristar
Casino Las Vegas, Inc., Steven W.
Rebeil and Dominic J. Magliarditi,
dated as of September 27, 1996. See
also Exhibit 99.1.
10.4 Gem Individuals' Notes Escrow Filed herewith electronically
Agreement and Escrow Instructions
by and among Ameristar Casinos, Inc.,
Steven W. Rebeil and Dominic
J. Magliarditi, dated as of
September 27, 1996.
10.5 Letter agreement between Ameristar Filed herewith electronically
Casinos,Inc. and Dominic J.
Magliarditi, dated as of
October 3, 1996.
10.6 Purchase Agreement between Incorporated by reference to
Ameristar Casinos, Inc. and Gem Exhibit 10.6 to the June 30,
Air, Inc. dated as of June 30, 1996 10-Q.
1996.
10.7 Aircraft Operating Agreement Incorporated by reference to
between Ameristar Casinos, Inc. Exhibit 10.4 to the June 30,
Gem Air, Inc., dated as of 10-Q. 1996.
July 5, 1996.
10.8 Operating Agreement of Nevada Incorporated by reference to
AG Air, Ltd., dated as of Exhibit 10.2 to the June 30, 1996.
July 5, 1996 10-Q.
10.9 Sublease between Ameristar Incorporated by reference to
Casinos, Inc. and Nevada AG Air, Exhibit 10.3 to the June 30,
Ltd., dated as of June 30, 1996. 1996 10-Q.
99.1 Agreement to furnish the Filed herewith electronically
Securities and Exchange
Commission certain omitted
exhibits and schedules to
Exhibit 10.3.