SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)(1)
AMERISTAR CASINOS, INC.
(Name of Corporation)
COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
03070Q 10 1
(CUSIP Number)
CRAIG H. NEILSEN
3773 HOWARD HUGHES PARKWAY, SUITE 490S
LAS VEGAS, NV 89109
(702) 567-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 17, 2001
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sections 240.13d-7(b) for
other parties to whom copies are to be sent.
(1)The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 2 of 6 Pages
1. NAME OF REPORTING PERSON Neilsen, Craig H.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP (b) [ ]
3.
4. SOURCE OF FUNDS OO
5. CHECK BOX IF DISCLOSURE OF LEGAL [ ]
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.
NUMBER OF
SHARES 7. SOLE VOTING POWER 15,700,000
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER 0
EACH
REPORTING 9. SOLE DISPOSITIVE POWER 15,700,000
PERSON
WITH 10. SHARED DISPOSITIVE POWER 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 15,700,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61%
14. TYPE OF REPORTING PERSON HC, IN
CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 3 of 6 Pages
This Statement on Schedule 13D (this "Statement") is filed on behalf of
Craig H. Neilsen to report the sale of 2,000,000 shares (the "Public Offering
Shares") of common stock of Ameristar Casinos, Inc. by Mr. Neilsen on December
17, 2001 pursuant to an Underwriting Agreement, dated December 11, 2001 (the
"Underwriting Agreement") by and among, Ameristar Casinos, Inc., Mr. Neilsen and
the several underwriters listed on Schedule I of the Underwriting Agreement (the
"Underwriters") in connection with a public offering by Ameristar Casinos, Inc.
of 4,000,000 shares and up to an additional 900,000 shares pursuant to an
over-allotment option granted to the Underwriters of the common stock of
Ameristar Casinos, Inc. Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner
& Smith Incorporated and CIBC World Markets Corp. acted as the representatives
of the Underwriters.
This Statement amends the Statement filed on Schedule 13D on December
14, 2001 on behalf of Craig H. Neilsen to report the execution of the
Underwriting Agreement.
ITEM 1. SECURITY AND ISSUER.
No change.
ITEM 2. IDENTITY AND BACKGROUND.
No change.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The response to Item 3 is amended by adding the following statement:
On December 17, 2001, Mr. Neilsen sold the Public Offering Shares to
the Underwriters at a purchase price of $19.424 per share, after underwriting
discounts of $1.076 per share, for an aggregate purchase price of $38,848,000.
ITEM 4. PURPOSE OF TRANSACTION.
The response to Item 4 is amended by adding the following:
Mr. Neilsen sold the Public Offering Shares in connection with the
public offering by the Company of 4,000,000 shares of Common Stock and an
additional 900,000 shares of Common Stock pursuant to an over-allotment option
granted to the Underwriters in order to diversify Mr. Neilsen's assets.
Except as provided herein, Mr. Neilsen does not have any present plans
or intentions which would result in or relate to any transaction described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D. However, Mr. Neilsen
reserves the right to change his plans or intentions at any time and to take any
and all actions that he may deem to be appropriate at the time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended and restated in its entirety as follows:
CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 4 of 6 Pages
(a) Mr. Neilsen beneficially owns 15,700,000 shares of Common
Stock of Ameristar, which represents approximately 61% of the
outstanding shares of the Common Stock based on the number of
shares of Common Stock outstanding as of December 17, 2001. Of
the shares owned beneficially by Mr. Neilsen, 220,800 shares
of Common Stock (the "Estate Shares") are held of record by
the estate of Gwendolyn N. Andersen.
(b) As the executor of the estate of Gwendolyn N. Andersen, Mr.
Neilsen has sole voting and dispositive control over the
Estate Shares. Accordingly, Mr. Neilsen has sole voting and
dispositive power with respect to all of the 15,700,000 shares
of Common Stock beneficially owned by him.
(c) Except as disclosed in Item 3 of this Statement, Mr. Neilsen
has not effected any transactions in the Common Stock in the
past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDING OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF AMERISTAR.
No change.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
No change.
CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 5 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Dated: December 18, 2001
/S/ CRAIG H. NEILSEN
Craig H. Neilsen
CUSIP No. 03070Q 10 1 SCHEDULE 13D Page 6 of 6 Pages
On this 18th of December, 2001, Craig H. Neilsen directed Connie
Wilson, in his presence as well as our own, to sign the foregoing document as
"Craig H. Neilsen." Upon viewing the signatures as signed by Connie Wilson and
in our presence, Craig H. Neilsen declared to us that he adopted them as his own
signatures.
/s/ VICTORIA L. VRY
Witness
/s/ RHONDA K. VOGEL
Witness
STATE OF NEVADA )
):ss.
COUNTY OF CLARK )
I, Janet Catron, Notary Public in and for said county and state, do
hereby certify that Craig H. Neilsen personally appeared before me and is known
or identified to me to be the person who executed the foregoing instrument.
Craig H. Neilsen, who being unable due to physical incapacity to sign his name
or offer his mark, did direct Connie Wilson, in his presence, as well as my own,
to sign his name to the foregoing document. Craig H. Neilsen, after viewing his
name as signed by Connie Wilson, thereupon adopted the signatures as his own by
acknowledging to me his intention to so adopt them as if he had personally
executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal this
18th day of December, 2001.
/s/ JANET CATRON
Notary Public
My Commission Expires: 5/9/2005
Residing at: Las Vegas, NV