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EXHIBIT 99.2
LETTER OF TRANSMITTAL
To Tender for Exchange
10-1/2% Senior Subordinated Notes due 2004
of
AMERISTAR CASINOS, INC.
(THE "COMPANY")
Pursuant to the Prospectus dated November 10, 1997
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON DECEMBER 18, 1997 (THE "EXPIRATION DATE"), UNLESS THE EXCHANGE
OFFER IS EXTENDED BY THE COMPANY IN ITS SOLE DISCRETION, IN WHICH CASE THE TERM
"EXPIRATION DATE" SHALL MEAN THE LATEST DATE AND TIME TO WHICH THE EXCHANGE
OFFER IS EXTENDED. TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW
YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent is:
First Trust National Association
By Mail: By Hand:
First Trust National Association First Trust National Association
180 East Fifth Street 180 East Fifth Street
St. Paul, Minnesota 55101 4th Floor Bond Drop Window
Attention: Specialized Finance St. Paul, Minnesota 55101
Department Attention: Specialized Finance
Department
By Facsimile:
(612) 244-1537 or
Confirm by Telephone: First Trust New York
(612) 244-1197 100 Wall Street
20th Floor
New York, New York 10005
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR
TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN THE ONE LISTED
ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS SET FORTH IN THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL
IS COMPLETED.
The undersigned acknowledges receipt of the Prospectus dated
November 10, 1997 (the "Prospectus"), of Ameristar Casinos, Inc., a
Nevada corporation (the "Company"), Cactus Pete's, Inc., a Nevada corporation
("CPI"), Ameristar Casino Vicksburg, Inc., a Mississippi corporation ("ACVI"),
Ameristar Casino Council Bluffs, Inc., an Iowa corporation ("ACCBI"), Ameristar
Casino Las Vegas, Inc., a Nevada corporation ("ACLVI"), A.C. Food Services,
Inc., a Nevada corporation ("ACFSI"), and AC Hotel Corp., a Mississippi
corporation ("ACHC"; the Company, CPI, ACVI, ACCBI, ACLVI, ACFSI and ACHC being
collectively referred to herein as the "Issuers"), and this Letter of
Transmittal (the "Letter of Transmittal"), which together with the Prospectus
constitutes the Issuers' offer (the "Exchange Offer") to exchange $1,000
principal amount of the Company's 10-1/2% Senior Subordinated Notes due 2004
Series B (the "New Notes") for each $1,000 principal amount of the Company's
outstanding 10-1/2% Senior Subordinated Notes due 2004 Series A (the "Old
Notes"). Recipients of the Prospectus should read the requirements described in
such Prospectus with respect to eligibility to participate in the Exchange
Offer. Capitalized terms used but not defined herein have the meaning given to
them in the Prospectus.
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The undersigned hereby tenders the Old Notes described in the box entitled
"Description of Old Notes" below pursuant to the terms and conditions described
in the Prospectus and this Letter of Transmittal. The undersigned is the
registered owner of all such Old Notes and the undersigned represents that it
has received from each beneficial owner of such Old Notes (each a "Beneficial
Owner") a duly completed and executed form of "Instruction to Registered Holder
from Beneficial Owner" accompanying this Letter of Transmittal, instructing the
undersigned to take the action described in this Letter of Transmittal.
This Letter of Transmittal is to be used by a holder of Old Notes (i) if
certificates representing Old Notes are to be forwarded herewith, (ii) if
delivery of Old Notes is to be made by book-entry transfer to the Exchange
Agent's account at The Depository Trust Company ("DTC" or the "Depositary"),
pursuant to the procedures set forth in the section of the Prospectus entitled
"The Exchange Offer -- Procedures for Tendering" or (iii) if a tender is made
pursuant to the guaranteed delivery procedures in the section of the Prospectus
entitled "The Exchange Offer -- Guaranteed Delivery Procedures." If delivery of
the Old Notes is to be made by book-entry transfer to the account maintained by
the Exchange Agent at the Depositary, this Letter of Transmittal need not be
manually executed; provided, however, that tenders of the Old Notes must be
effected in accordance with the procedures mandated by the Depositary's
Automated Tender Offer Program and the procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Book-Entry Transfer."
The undersigned hereby represents and warrants that the information set forth in
the boxes entitled "Beneficial Owner(s) --Residence" and "Beneficial Owner(s) --
Purchaser Status" is true and correct.
Any Beneficial Owner whose Old Notes are registered in the name of a broker,
dealer, commercial bank, trust company or other nominee and who wishes to tender
should contact such registered holder of Old Notes promptly and instruct such
registered holder of Old Notes to tender on behalf of the Beneficial Owner. If
such Beneficial Owner wishes to tender on its own behalf, such Beneficial Owner
must, prior to completing and executing this Letter of Transmittal and
delivering its Old Notes, either make appropriate arrangements to register
ownership of the Old Notes in such Beneficial Owner's name or obtain a properly
completed bond power from the registered holder of Old Notes. The transfer of
record ownership may take considerable time.
In order to properly complete this Letter of Transmittal, a holder of Old Notes
must (i) complete the box entitled "Description of Old Notes," (ii) complete the
boxes entitled "Beneficial Owner(s) -- Residence" and "Beneficial Owner(s) --
Purchaser Status," (iii) if appropriate, check and complete the boxes relating
to book-entry transfer, guaranteed delivery, Special Issuance Instructions and
Special Delivery Instructions, (iv) sign the Letter of Transmittal by completing
the box entitled "Sign Here" and (v) complete the Substitute Form W-9. Each
holder of Old Notes should carefully read the detailed instructions below prior
to completing the Letter of Transmittal.
Holders of Old Notes who desire to tender their Old Notes for exchange and (i)
whose Old Notes are not immediately available, (ii) who cannot deliver their Old
Notes, this Letter of Transmittal and all other documents required hereby to the
Exchange Agent on or prior to the Expiration Date or (iii) who are unable to
complete the procedure for book-entry transfer on a timely basis, must tender
the Old Notes pursuant to the guaranteed delivery procedures set forth in the
section of the Prospectus entitled "The Exchange Offer -- Guaranteed Delivery
Procedures." See Instruction 2.
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Holders of Old Notes who wish to tender their Old Notes for exchange must
complete columns (1) through (3) in the table below entitled "Description of Old
Notes," and sign the page below entitled "Sign Here." If only those columns are
completed, such holder of Old Notes will have tendered for exchange all Old
Notes listed in column (3) below. If the holder of Old Notes wishes to tender
for exchange less than all of such Old Notes, column (4) must be completed in
full. In such case, such holder of Old Notes should refer to Instruction 5.
DESCRIPTION OF OLD NOTES
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(1) (2) (3) (4)
NAME(S) AND ADDRESS(ES) OF REGISTERED
HOLDER(S) OF OLD NOTE(S), EXACTLY AS PRINCIPAL AMOUNT
NAME(S) APPEAR ON OLD NOTE(S) OLD NOTE NUMBER(S) AGGREGATE PRINCIPAL TENDERED FOR EXCHANGE
CERTIFICATE(S) (ATTACH SIGNED LIST IF AMOUNT REPRESENTED BY (MUST BE IN INTEGRAL
(PLEASE FILL IN IF BLANK) NECESSARY)(1) CERTIFICATE(S)(2) MULTIPLES OF $1,000)(3)
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(1) This column need not be completed by holders of Old Notes tendering Old
Notes for exchange by book-entry transfer. Please check the appropriate
box below and provide the requested information.
(2) Unless otherwise indicated in the column "Principal Amount Tendered For
Exchange," any tendering holder of Old Notes will be deemed to have
tendered the entire aggregate principal amount represented by the column
labeled "Aggregate Principal Amount Represented by Certificate(s)."
(3) The minimum permitted tender is $1,000 in principal amount of Old Notes.
All other tenders must be in integral multiples of $1,000.
/ / CHECK HERE IF TENDERED OLD NOTES ARE ENCLOSED HEREWITH.
/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
COMPLETE THE FOLLOWING (FOR USE BY ELIGIBLE INSTITUTIONS (AS HEREINAFTER
DEFINED) ONLY):
Name of Tendering Institution:____________________________________________
Account Number:___________________________________________________________
Transaction Code Number:__________________________________________________
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/ / CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY ENCLOSED HEREWITH AND COMPLETE THE FOLLOWING (FOR
USE BY ELIGIBLE INSTITUTIONS ONLY):
Name of Registered Holder of Old Note(s):_________________________________
Date of Execution of Notice of Guaranteed Delivery:_______________________
Window Ticket Number (if available):______________________________________
Name of Institution which Guaranteed Delivery:____________________________
Account Number (if delivered by book-entry transfer):_____________________
/ / CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED TENDERED OLD NOTES AS
A RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES. YOU WILL
RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name:_____________________________________________________________________
Address:__________________________________________________________________
/ / CHECK HERE IF ANY OF THE OLD NOTES YOU ARE SEEKING TO TENDER WERE ACQUIRED
DIRECTLY FROM ANY OF THE ISSUERS, AND INDICATE THE PRINCIPAL AMOUNT OF
SUCH OLD NOTES SO ACQUIRED: $ ___________________. (SUCH OLD NOTES ARE
NOT ELIGIBLE FOR EXCHANGE IN THE EXCHANGE OFFER.)
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7 AND 8)
To be completed ONLY (i) if the New Notes issued in exchange for Old Notes,
certificates for Old Notes in a principal amount not exchanged for New Notes or
Old Notes (if any) not tendered for exchange, are to be issued in the name of
someone other than the undersigned or (ii) if Old Notes tendered by book-entry
transfer which are not exchanged are to be returned by credit to an account
maintained at DTC.
ISSUE TO:
Name:__________________________________________________________________________
(PLEASE PRINT)
Address:_______________________________________________________________________
_______________________________________________________________________________
(INCLUDE ZIP CODE)
_______________________________________________________________________________
(TAX IDENTIFICATION NO. OR SOCIAL SECURITY NO.)
Credit Old Notes not exchanged and delivered by book-entry transfer to DTC
account set forth below:
_______________________________________________________________________________
(ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 6, 7, AND 8)
To be completed ONLY if the New Notes issued in exchange for Old Notes,
certificates for Old Notes in a principal amount not exchanged for New Notes or
Old Notes (if any) not tendered for exchange, are to be mailed or delivered (i)
to someone other than the undersigned or (ii) to the undersigned at an address
other than the address shown below the undersigned's signature.
MAIL OR DELIVER TO:
Name:__________________________________________________________________________
(PLEASE PRINT)
Address:_______________________________________________________________________
_______________________________________________________________________________
(INCLUDE ZIP CODE)
_______________________________________________________________________________
(TAX IDENTIFICATION NO. OR SOCIAL SECURITY NO.)
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BENEFICIAL OWNER(S) -- RESIDENCE
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State of Domicile/Principal Place of Business Principal Amount of Old Notes Held for
of Each Beneficial Owner of Old Notes Account of Beneficial Owner(s)
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BENEFICIAL OWNER(S) -- PURCHASER STATUS
The Beneficial Owner of each of the Old Notes described herein is (check the
box that applies):
/ / A "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act)
/ / An "Institutional Accredited Investor" (as defined in Rule 501(a)(1),
(2), (3) or (7) under the Securities Act)
/ / A non "U.S. person" (as defined in Regulation S of the Securities
Act) that purchased the Old Notes outside the United States in
accordance with Rule 904 of the Securities Act
/ / Other (describe)
If delivery of Old Notes is to be made by book-entry transfer to the account
maintained by the Exchange Agent at the Depositary, then tenders of Old Notes
must be effected in accordance with the procedures mandated by the Depositary's
Automated Tender Offer Program and the procedures set forth in the Prospectus
under the caption "The Exchange Offer -- Book-Entry Transfer."
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SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
LADIES AND GENTLEMEN:
Pursuant to the offer by Ameristar Casinos, Inc., a Nevada corporation (the
"Company"), Cactus Pete's, Inc., a Nevada corporation ("CPI"), Ameristar Casino
Vicksburg, Inc., a Mississippi corporation ("ACVI"), Ameristar Casino Council
Bluffs, Inc., an Iowa corporation ("ACCBI"), Ameristar Casino Las Vegas, Inc., a
Nevada corporation ("ACLVI"), A.C. Food Services, Inc., a Nevada corporation
("ACFSI"), and AC Hotel Corp., a Mississippi corporation ("ACHC"; the Company,
CPI, ACVI, ACCBI, ACLVI, ACFSI and ACHC being collectively referred to herein as
the "Issuers"), upon the terms and subject to the conditions set forth in the
Prospectus dated November 10, 1997 (the "Prospectus") and this Letter of
Transmittal (the "Letter of Transmittal"), which together with the Prospectus
constitutes the Issuers' offer (the "Exchange Offer") to exchange $1,000
principal amount of the Company's 10-1/2% Senior Subordinated Notes due 2004
Series B (the "New Notes") for each $1,000 principal amount of the Company's
outstanding 10-1/2% Senior Subordinated Notes due 2004 Series A (the "Old
Notes"), the undersigned hereby tenders to the Company for exchange the Old
Notes indicated above.
By executing this Letter of Transmittal and subject to and effective upon
acceptance for exchange of the Old Notes tendered for exchange herewith, the
undersigned will have irrevocably sold, assigned, transferred and exchanged, to
the Company, all right, title and interest in, to and under all of the Old Notes
tendered for exchange hereby, and hereby will have appointed the Exchange Agent
as the true and lawful agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as agent of the Issuers) of such holder of Old Notes
with respect to such Old Notes, with full power of substitution to (i) deliver
certificates representing such Old Notes, or transfer ownership of such Old
Notes on the account books maintained by DTC (together, in any such case, with
all accompanying evidences of transfer and authenticity), to the Company, (ii)
present and deliver such Old Notes for transfer on the books of the Company and
(iii) receive all benefits and otherwise exercise all rights and incidents of
beneficial ownership with respect to such Old Notes, all in accordance with the
terms of the Exchange Offer. The power of attorney granted in this paragraph
shall be deemed to be irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that (i) the undersigned is the
owner, (ii) has a net long position within the meaning of Rule 14e-4 ("Rule
14e-4") under the Securities Exchange Act, as amended, equal to or greater than
the principal amount of Old Notes tendered hereby, (iii) the tender of such Old
Notes complies with Rule 14e-4 (to the extent that Rule 14e-4 is applicable to
such exchange), (iv) the undersigned has full power and authority to tender,
exchange, assign and transfer the Old Notes and (v) that when such Old Notes are
accepted for exchange by the Company, the Company will acquire good and
marketable title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claims. The undersigned will, upon
receipt, execute and deliver any additional documents deemed by the Exchange
Agent or the Issuers to be necessary or desirable to complete the exchange,
assignment and transfer of the Old Notes tendered for exchange hereby.
By tendering, the undersigned hereby further represents to the Issuers that (i)
the New Notes to be acquired by the undersigned in exchange for the Old Notes
tendered hereby and any beneficial owner(s) of such Old Notes in connection with
the Exchange Offer will be acquired by the undersigned and such beneficial
owner(s) in the ordinary course of business of the undersigned, (ii) the
undersigned (whether or not a broker-dealer registered under the Exchange Act)
is not participating and does not intend to participate in any distribution of
the New Notes, (iii) the undersigned has no arrangement or understanding with
any person to participate in the distribution of the New Notes, (iv) the
undersigned and each beneficial owner acknowledge and agree that any person who
is participating in the Exchange Offer for the purpose of distributing the New
Notes (including a broker-dealer registered under the Exchange Act) must comply
with the registration and prospectus delivery requirements of the Securities Act
in connection with a secondary resale transaction of the New Notes acquired by
such person and cannot rely on the position of the staff of the Commission set
forth in certain no-action letters, (v) the undersigned and each beneficial
owner understand that a secondary resale transaction described in clause (iv)
above and any resales of Old Notes acquired by such holder directly from any of
the Issuers, or New Notes obtained by such holder in exchange for Old Notes
acquired by such holder directly from any of the Issuers, should be covered by
an effective registration statement containing the selling securityholder
information required by Item 507 or Item 508, as applicable, of Regulation S-K
of the Commission, (vii) neither the undersigned nor any beneficial owner is an
"affiliate," as defined under Rule 405 under the Securities Act, of any of the
Issuers and (viii) the undersigned did not acquire any of the Old Notes being
tendered hereby directly from any of the Issuers for resale pursuant to Rule
144A, Regulation S or another available exemption from the registration
requirements of the Securities Act. If the undersigned is a broker-dealer that
will receive New Notes for its own account in exchange for Old Notes that were
acquired as a result of market-making activities or other trading activities, it
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with
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any resale of such New Notes; however, by so acknowledging and by delivering a
prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.
For purposes of the Exchange Offer, the Company will be deemed to have accepted
for exchange, and to have exchanged, validly tendered Old Notes, if, as and when
the Company gives oral or written notice thereof to the Exchange Agent. Tenders
of Old Notes for exchange may be withdrawn at any time prior to 5:00 p.m., New
York City time, on the Expiration Date. See "The Exchange Offer -- Withdrawal of
Tenders" in the Prospectus. Any Old Notes tendered by the undersigned and not
accepted for exchange will be returned to the undersigned at the address set
forth above unless otherwise indicated in the box above entitled "Special
Delivery Instructions" as promptly as practicable after the Expiration Date.
The undersigned acknowledges that the Company's acceptance of Old Notes validly
tendered for exchange pursuant to any one of the procedures described in the
section of the Prospectus entitled "The Exchange Offer" and in the instructions
hereto will constitute a binding agreement between the undersigned and the
Issuers upon the terms and subject to the conditions of the Exchange Offer.
Unless otherwise indicated in the box entitled "Special Issuance Instructions,"
please return any Old Notes not tendered for exchange in the name(s) of the
undersigned. Similarly, unless otherwise indicated in the box entitled "Special
Delivery Instructions," please mail any certificates for Old Notes not tendered
or exchanged (and accompanying documents, as appropriate) to the undersigned at
the address shown below the undersigned's signature(s). In the event that both
"Special Issuance Instructions" and "Special Delivery Instructions" are
completed, please issue the certificates representing the New Notes issued in
exchange for the Old Notes accepted for exchange in the name(s) of, and return
any Old Notes not tendered for exchange or not exchanged to, the person(s) so
indicated. The undersigned recognizes that the Issuers have no obligation
pursuant to the "Special Issuance Instructions" and "Special Delivery
Instructions" to transfer any Old Notes from the name of the holder of Old
Note(s) thereof if the Issuers do not accept for exchange any of the Old Notes
so tendered for exchange or if such transfer would not be in compliance with any
transfer restrictions applicable to such Old Note(s).
IN ORDER TO VALIDLY TENDER OLD NOTES FOR EXCHANGE, HOLDERS OF OLD NOTES MUST
COMPLETE, EXECUTE, AND DELIVER THIS LETTER OF TRANSMITTAL.
Except as stated in the Prospectus, all authority herein conferred or agreed to
be conferred shall survive the death, incapacity, or dissolution of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned. Except as otherwise stated in the Prospectus, this tender for
exchange of Old Notes is irrevocable.
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SIGN HERE
___________________________________
___________________________________
(Signature(s) of Owner(s))
Date:__________________, 1997
Must be signed by the registered holder(s) of Old Notes exactly as name(s)
appear(s) on certificate(s) representing the Old Notes or on a long security
position listing or by person(s) authorized to become registered Old Note
holder(s) by certificates and documents transmitted herewith. If signature is by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, please
provide the following information. (See Instruction 6).
Name(s):___________________________
(Please Print)
Capacity (full title):_____________
Address:___________________________
___________________________________
(Include Zip Code)
Principal place of business (if
different from address listed
above):____________________________
___________________________________
(Include Zip Code)
Area Code and
Telephone No.: ( )
____________________
Tax Identification Nos.____________
or Social Security Nos.:___________
Please complete Substitute Form W-9
GUARANTEE OF SIGNATURE(S)
(Signature(s) must be guaranteed if required by Instruction 1)
Authorized Signature:__________________________________________________________
Name and Title (please print):_________________________________________________
Dated:_________________________________________________________________________
Name of Firm:__________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. Except as otherwise provided below, all
signatures on this Letter of Transmittal must be guaranteed by an institution
which is (1) a member firm of a registered national securities exchange or of
the National Association of Securities Dealers, Inc., (2) a commercial bank or
trust company having an office or correspondent in the United States, or (3) an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended, which is a member of one of the
following recognized Signature Guarantee Programs (an "Eligible Institution"):
a. The Securities Transfer Agents Medallion Program (STAMP)
b. The New York Stock Exchange Medallion Signature Program (MSP)
c. The Stock Exchange Medallion Program (SEMP)
Signatures on this Letter of Transmittal need not be guaranteed (i) if this
Letter of Transmittal is signed by the registered holder(s) of the Old Notes
tendered herewith and such registered holder(s) have not completed the box
entitled "Special Issuance Instructions" or the box entitled "Special Delivery
Instructions" on this Letter of Transmittal or (ii) if such Old Notes are
tendered for the account of an Eligible Institution. IN ALL OTHER CASES, ALL
SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION.
2. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES; GUARANTEED
DELIVERY PROCEDURES. This Letter of Transmittal is to be completed by holders of
Old Notes (i) if certificates are to be forwarded herewith or (ii) if tenders
are to be made pursuant to the procedures for tender by book-entry transfer or
guaranteed delivery set forth in the section of the Prospectus entitled "The
Exchange Offer." Certificates for all physically tendered Old Notes or any
timely confirmation of a book-entry transfer (a "Book-Entry Confirmation"), as
well as a properly completed and duly executed copy of this Letter of
Transmittal or facsimile hereof, and any other documents required by this Letter
of Transmittal, must be received by the Exchange Agent at its address set forth
on the cover of this Letter of Transmittal prior to 5:00 p.m., New York City
time, on the Expiration Date. Holders of Old Notes who elect to tender Old Notes
and (i) whose Old Notes are not immediately available or (ii) who cannot deliver
the Old Notes, this Letter of Transmittal or other required documents to the
Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration Date,
must tender their Old Notes according to the guaranteed delivery procedures set
forth in the Prospectus. Holders may have such tender effected if: (a) such
tender is made through an Eligible Institution; (b) prior to 5:00 p.m., New York
City time, on the Expiration Date, the Exchange Agent has received from such
Eligible Institution a properly completed and duly executed Notice of Guaranteed
Delivery, setting forth the name and address of the holder of such Old Notes,
the certificate number(s) of such Old Notes and the principal amount of Old
Notes tendered for exchange, stating that tender is being made thereby and
guaranteeing that, within three (3) New York Stock Exchange trading days after
the Expiration Date, this Letter of Transmittal (or a facsimile thereof),
together with the certificate(s) representing such Old Notes (or a Book-Entry
Confirmation), in proper form for transfer, and any other documents required by
this Letter of Transmittal, will be deposited by such Eligible Institution with
the Exchange Agent; and (c) a properly executed Letter of Transmittal (or a
facsimile hereof), as well as the certificate(s) for all tendered Old Notes in
proper form for transfer or a Book-Entry Confirmation, together with any other
documents required by this Letter of Transmittal, are received by the Exchange
Agent within three (3) New York Stock Exchange trading days after the Expiration
Date.
THE METHOD OF DELIVERY TO THE EXCHANGE AGENT OF OLD NOTES, THIS LETTER OF
TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE
HOLDER. EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. INSTEAD OF
DELIVERY BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE AN OVERNIGHT OR HAND
DELIVERY SERVICE, PROPERLY INSURED. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH
RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES,
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE DELIVERY TO THE EXCHANGE AGENT
BEFORE THE EXPIRATION DATE. NEITHER THIS LETTER OF TRANSMITTAL NOR ANY OLD NOTES
SHOULD BE SENT TO THE ISSUERS. HOLDERS MAY REQUEST THEIR RESPECTIVE BROKERS,
DEALERS, COMMERCIAL BANKS, TRUST COMPANIES OR NOMINEES TO EFFECT THE ABOVE
TRANSACTIONS FOR SUCH HOLDERS.
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No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Old Notes, by execution of this Letter of Transmittal (or
facsimile hereof, if applicable), waive any right to receive notice of the
acceptance of their Old Notes for exchange.
3. INADEQUATE SPACE. If the space provided in the box entitled
"Description of Old Notes" above is inadequate, the certificate numbers and
principal amounts of the Old Notes being tendered should be listed on a separate
signed schedule affixed hereto.
4. WITHDRAWALS. A tender of Old Notes may be withdrawn at any time
prior to 5:00 p.m., New York City time, on the Expiration Date by delivery of
written or facsimile notice of withdrawal to the Exchange Agent at the address
set forth on the cover of this Letter of Transmittal. To be effective, a notice
of withdrawal of Old Notes must (i) specify the name of the person who tendered
the Old Notes to be withdrawn (the "Depositor"), (ii) identify the Old Notes to
be withdrawn (including the certificate number or numbers and aggregate
principal amount of such Old Notes) and (iii) be signed by the holder of Old
Notes in the same manner as the original signature on the Letter of Transmittal
by which such Old Notes were tendered (including any required signature
guarantees). All questions as to the validity, form and eligibility (including
time of receipt) of such notices will be determined by the Issuers in their sole
discretion, whose determination shall be final and binding on all parties. Any
Old Notes so withdrawn will thereafter be deemed not validly tendered for
purposes of the Exchange Offer and no New Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly retendered. Properly
withdrawn Old Notes may be retendered by following one of the procedures
described in the section of the Prospectus entitled "The Exchange Offer --
Procedures for Tendering" at any time prior to 5:00 p.m., New York City time, on
the Expiration Date.
5. PARTIAL TENDERS. (NOT APPLICABLE TO HOLDERS OF OLD NOTES WHO TENDER
OLD NOTES BY BOOK-ENTRY TRANSFER). Tenders of Old Notes will be accepted only in
integral multiples of $1,000 principal amount. If a tender for exchange is to be
made with respect to less than the entire principal amount of any Old Notes,
fill in the principal amount of Old Notes which are tendered for exchange in
column (4) of the box entitled "Description of Old Notes," as more fully
described in the footnotes thereto. In case of a partial tender for exchange,
a new certificate, in fully registered form, for the remainder of the principal
amount of the Old Notes, will be sent to the holders of Old Notes unless
otherwise indicated in the appropriate box on this Letter of Transmittal as
promptly as practicable after the expiration or termination of the Exchange
Offer.
6. SIGNATURES ON THIS LETTER OF TRANSMITTAL, ASSIGNMENT AND
ENDORSEMENTS.
(a) The signature(s) of the holder of Old Notes on this Letter
of Transmittal must correspond with the name(s) as written on the face of the
Old Notes without alternation, enlargement or any change whatsoever.
(b) If tendered Old Notes are owned of record by two or more
joint owners, all such owners must sign this Letter of Transmittal.
(c) If any tendered Old Notes are registered in different
names on several certificates, it will be necessary to complete, sign and
submit as many separate copies of this Letter of Transmittal and any
necessary or required documents as there are different registrations or
certificates.
(d) When this Letter of Transmittal is signed by the holder of
the Old Notes listed and transmitted hereby, no endorsements of Old Notes or
bond powers are required. If, however, Old Notes not tendered or not
accepted, are to be issued or returned in the name of a person other than the
holder of Old Notes, then the Old Notes transmitted hereby must be endorsed
or accompanied by a properly completed bond power, in a form satisfactory to
the Company, in either case signed exactly as the name(s) of the holder of
Old Notes appear(s) on the Old Notes. Signatures on such Old Notes or bond
powers must be guaranteed by an Eligible Institution (unless signed by an
Eligible Institution).
(e) If this Letter of Transmittal or Old Notes or bond powers
are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary
or representative capacity, such persons should so indicate when signing, and
unless waived by the Company, evidence satisfactory to the Company of their
authority to so act must be submitted with this Letter of Transmittal.
(f) If this Letter of Transmittal is signed by a person other
than the registered holder of Old Notes listed, the Old Notes must be
endorsed or accompanied by a properly completed bond power, in either case
signed by such registered holder
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exactly as the name(s) of the registered holder of Old Notes appear(s) on the
certificates. Signatures on such Old Notes or bond powers must be guaranteed
by an Eligible Institution (unless signed by an Eligible Institution).
7. TRANSFER TAXES. Except as set forth in this Instruction 7, the
Issuers will pay all transfer taxes, if any, applicable to the exchange of Old
Notes pursuant to the Exchange Offer. If, however, a transfer tax is imposed for
any reason other than the exchange of the Old Notes pursuant to the Exchange
Offer, then the amount of any such transfer taxes (whether imposed on the
registered holder or any other persons) will be payable by the tendering holder.
If satisfactory evidence of payment of such taxes or exemptions therefrom is not
submitted with this Letter of Transmittal, the amount of such transfer taxes
will be billed directly to such tendering holder.
8. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. If the New Notes are to
be issued, or if any Old Notes not tendered for exchange are to be issued or
sent to someone other than the holder of Old Notes or to an address other than
that shown above, the appropriate boxes on this Letter of Transmittal should be
completed. Holders of Old Notes tendering Old Notes by book-entry transfer may
request that Old Notes not accepted be credited to such account maintained at
DTC as such holder of Old Notes may designate.
9. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), compliance with conditions, acceptance and
withdrawal of tendered Old Notes will be determined by the Issuers in their sole
discretion, which determination will be final and binding. The Company reserves
the absolute right to reject any and all Old Notes not properly tendered or any
Old Notes the Company's acceptance of which would, in the opinion of counsel for
the Company, be unlawful. The Company also reserves the right to waive any
defects, irregularities or conditions of tender as to particular Old Notes. The
Issuers' interpretation of the terms and conditions of the Exchange Offer
(including the instructions in the Letter of Transmittal) will be final and
binding on all parties. Unless waived, any defects or irregularities in
connection with tenders of Old Notes must be cured within such time as the
Company shall determine. Although the Company intends to notify holders of
defects or irregularities with respect to tenders of Old Notes, neither the
Issuers, the Exchange Agent nor any other person shall incur any liability for
failure to give such notification. Tenders of Old Notes will not be deemed to
have been made until such defects or irregularities have been cured or waived.
Any Old Notes received by the Exchange Agent that are not properly tendered and
as to which the defects or irregularities have not been cured or waived will be
returned by the Exchange Agent to the tendering holders, unless otherwise
provided in this Letter of Transmittal, as soon as practicable following the
Expiration Date.
10. WAIVER OF CONDITIONS. The Company reserves the absolute right to
waive, amend or modify certain of the specified conditions as described under
"The Exchange Offer -- Conditions" in the Prospectus in the case of any Old
Notes tendered (except as otherwise provided in the Prospectus).
11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. Any tendering
holder whose Old Notes have been mutilated, lost, stolen or destroyed should
contact the Exchange Agent at the address listed below for further instructions:
First Trust National Association
Attention: Bondholder Services
180 East Fifth Street
St. Paul, Minnesota 55101
(612) 973-5800
12. REQUESTS FOR INFORMATION OR ADDITIONAL COPIES. Requests for
information or for additional copies of the Prospectus and this Letter of
Transmittal may be directed to the Exchange Agent at the address or telephone
number set forth on the cover of this Letter of Transmittal.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE THEREOF, IF APPLICABLE)
TOGETHER WITH CERTIFICATES, OR CONFIRMATION OF BOOK-ENTRY OR THE NOTICE OF
GUARANTEED DELIVERY, AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
IMPORTANT TAX INFORMATION
Under current federal income tax law, a holder of Old Notes whose tendered Old
Notes are accepted for exchange may be subject to backup withholding unless the
holder provides the Issuers (as payor), through the Exchange Agent, with either
(i) such holder's
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correct taxpayer identification number ("TIN") on Substitute Form W-9 attached
hereto, certifying that the TIN provided on Substitute Form W-9 is correct (or
that such holder of Old Notes is awaiting a TIN) and that (A) the holder of Old
Notes has not been notified by the Internal Revenue Service that he or she is
subject to backup withholding as a result of a failure to report all interest or
dividends or (B) the Internal Revenue Service has notified the holder of Old
Notes that he or she is no longer subject to backup withholding or (ii) an
adequate basis for exemption from backup withholding. If such holder of Old
Notes is an individual, the TIN is such holder's social security number. If the
Exchange Agent is not provided with the correct taxpayer identification number,
the holder of Old Notes may be subject to certain penalties imposed by the
Internal Revenue Service.
Certain holders of Old Notes (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. Exempt holders of Old Notes should indicate their exempt
status on Substitute Form W-9. A foreign individual may qualify as an exempt
recipient by submitting to the Exchange Agent a properly completed Internal
Revenue Service Form W-8 (which the Exchange Agent will provide upon request)
signed under penalty of perjury, attesting to the holder's exempt status. See
the enclosed Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "Guidelines") for additional instructions.
If backup withholding applies, the Issuers are required to withhold 31% of any
payment made to the holder of Old Notes or other payee. Backup withholding is
not an additional federal income tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
The holder of Old Notes is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the record owner of
the Old Notes. If the Old Notes are held in more than one name or are not held
in the name of the actual owner, consult the enclosed Guidelines for additional
guidance regarding which number to report.
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TO BE COMPLETED BY ALL
TENDERING HOLDERS OF OLD NOTES
(SEE INSTRUCTIONS)
PAYOR'S NAME: FIRST TRUST NATIONAL ASSOCIATION
SUBSTITUTE FORM W-9
Department of the Treasury Internal Revenue Service
Payor's Request for Taxpayer Identification Number (TIN) and Certification
PART 1 - PLEASE PROVIDE YOUR TIN ON THE LINE AT RIGHT AND CERTIFY BY SIGNING AND
DATING BELOW
TIN:______________________________
Social Security Number or
Employer Identification Number
Awaiting
TIN / /
PART 2
NAME (Please Print)___________________________________________________________
ADDRESS_______________________________________________________________________
CITY__________________________________________________________________________
STATE _____________________________________ ZIP CODE___________________
PART 3 - CERTIFICATION - UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT
(1) the number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me),
(2) I am not subject to backup withholding either because (i) I am exempt from
backup withholding, (ii) I have not been notified by the Internal Revenue
Service ("IRS") that I am subject to backup withholding as a result of a failure
to report all interest or dividends, or (iii) the IRS has notified me that I am
not longer subject to backup withholding, and
(3) any other information provided on this form is true and correct.
SIGNATURE DATE
__________________________________ ___________________________________
You must cross out item (iii) in Part (2) above if you have been notified by the
IRS that you are subject to backup withholding because of underreporting
interest or dividends on your tax return and you have not been notified by the
IRS that you are no longer subject to backup withholding.
NOTE; FAILURE TO COMPLETE AND RETURN THIS FORM MAY IN CERTAIN CIRCUMSTANCES
RESULT IN BACKUP WITHHOLDING OF 31% OF ANY AMOUNTS PAID TO YOU PURSUANT TO THE
EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTION FORM W-9 FOR ADDITIONAL DETAILS.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (1) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (2) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 31% of all
payments made to me on account of the New Notes shall be retained until I
provide a taxpayer identification number to the Exchange Agent and that, if I do
not provide my taxpayer identification number within 60 days, such retained
amounts shall be remitted to the Internal Revenue Service as backup withholding
and 31% of all reportable payments made to me thereafter will be withheld and
remitted to the Internal Revenue Service until I provide a taxpayer
identification number.
Signature _________________________________ Date __________, 1997
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INSTRUCTION TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF 10-1/2% SENIOR SUBORDINATED NOTES DUE 2004 SERIES A
OF AMERISTAR CASINOS, INC.
The undersigned hereby acknowledges receipt of the Prospectus dated November 10,
1997 (the "Prospectus") of Ameristar Casinos, Inc., a Nevada corporation (the
"Company"), Cactus Pete's, Inc., a Nevada corporation ("CPI"), Ameristar Casino
Vicksburg, Inc., a Mississippi corporation ("ACVI"), Ameristar Casino Council
Bluffs, Inc., an Iowa corporation ("ACCBI"), Ameristar Casino Las Vegas, Inc.,
a Nevada corporation ("ACLVI"), A.C. Food Services, Inc., a Nevada corporation
("ACFSI"), and AC Hotel Corp., a Mississippi corporation ("ACHC"; the Company,
CPI, ACVI, ACCBI, ACLVI, ACFSI and ACHC being collectively referred to herein
as the "Issuers"), and the accompanying Letter of Transmittal (the "Letter of
Transmittal"), that together constitute the Issuers' offer (the "Exchange
Offer"). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken by
you relating to the Exchange Offer with respect to the 10- 1/2% Senior
Subordinated Notes due 2004 Series A (the "Old Notes") held by you for the
account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account of the
undersigned is (fill in amount): $______________________ of the Old Notes.
With respect to the Exchange Offer, the undersigned hereby instructs you (check
appropriate box):
/ / To TENDER the following Old Notes held by you for the account of the
undersigned (insert principal amount of Old Notes to be tendered, if
any):
$ of the Old Notes.
/ / NOT TO TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you for the
account of the undersigned, it is understood that you are authorized (a) to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner of the Old Notes, including but not limited to the
representations that (i) the undersigned's principal residence is in the state
of (fill in state or other jurisdiction) , (ii) the undersigned is
acquiring the New Notes in the ordinary course of business of the undersigned,
(iii) the undersigned (whether or not a broker-dealer registered under the
Exchange Act) has no arrangement or understanding with any person to participate
in any distribution of New Notes, (iv) the undersigned acknowledges that any
person who is participating in the Exchange Offer for the purpose of
distributing the New Notes must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with a secondary
resale transaction of the New Notes acquired by such person and cannot rely on
the position of the Staff of the Commission set forth in certain no-action
letters (See the section of the Prospectus entitled "The Exchange Offer --
Resale of the New Notes"), (v) the undersigned understands that a secondary
resale transaction described in clause (iv) above and any resales of Old Notes
acquired by such holder directly from any of the Issuers, or New Notes obtained
by such holder in exchange for Old Notes acquired by such holder directly from
the any of the Issuers, should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 or Item
508, as applicable, of Regulation S-K of the Commission, (vi) the undersigned is
not an "affiliate," as defined in Rule 405 under the Securities Act, of any of
the Issuers, (vii) if the undersigned is a broker-dealer that will receive New
Notes for its own account in exchange for Old Notes that were acquired as a
result of market-making activities or other trading activities, it acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such New Notes; however, by so acknowledging
and by delivering a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act and (viii) the
undersigned did not acquire any of the Old Notes to be tendered pursuant to the
instructions directly from any of the Issuers for resale pursuant to Rule 144A,
Regulation S or another available exemption from the registration requirements
of the Securities Act; (b) to agree, on behalf of the undersigned, as set forth
in the Letter of Transmittal; and (c) to take such other action as necessary
under the Prospectus or the Letter of Transmittal to effect the valid tender of
Old Notes.
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The purchaser status of the undersigned is (check the box that applies):
/ / A "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act)
/ / An "Institutional Accredited Investor" (as defined in Rule 501(a)
(1), (2), (3) or (7) under the Securities Act)
/ / A non "U.S. person" (as defined in Regulation S of the Securities
Act) that purchased the Old Notes outside the United States in
accordance with Rule 904 of the Securities Act
/ / Other (describe)____________________________________________________
SIGN HERE
Name of Beneficial Owner(s):___________________________________________________
Signature(s):__________________________________________________________________
Name(s) (please print):________________________________________________________
Address:_______________________________________________________________________
Principal place of
business (if different
from address
listed above):________________________________________________________________
Telephone Number(s):___________________________________________________________
Taxpayer Identification Number(s)
or Social Security Number(s):__________________________________________________
Date: _______________, 1997
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