SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
0-22494
CUSIP NUMBER
03070Q 10 1
(Check one)
/X/ Form 10-K and Form 10-KSB / / Form 11-K
/ / Form 20-F / / Form 10-Q and Form 10-QSB / / Form N-SAR
For the period ended December 31, 1996
/ / Transition Report on Form 10-K and Form 10-KSB
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q and 10-QSB
/ / Transition Report on Form N-SAR
For the transition period ended ____________________
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing
checked above, identify the item(s) to which the notification
relates: ___________________________________________________
PART I
REGISTRANT INFORMATION
Full Name of Registrant: Ameristar Casinos, Inc.
Former Name, if Applicable:
____________________________________________________
Address of Principal Executive Office (street and number):
3773 Howard Hughes Parkway, Suite 490 South
City, State and Zip Code: Las Vegas, Nevada 89109
PART II
RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable
effort or expense and the Registrant seeks relief pursuant to
Rule 12b-25(b), the following should be completed. (Check box if
appropriate.)
/X/ (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without unreasonable
effort or expense;
/X/ (b) The subject annual report, semi-annual report,
transition report on Form 10-K, 10-KSB, 20-F, 11-K or N-SAR, or
portion thereof, will be filed on or before the fifteenth day
following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or 10-QSB, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
/ / (c) The accountant's statement or other exhibit
required by Rule 12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K and 10-
KSB, 20-F, 11-K, 10-Q and 10-QSB, N-SAR, or the transition report
or portion thereof could not be filed within the prescribed time
period.
Various unanticipated events beyond the control of the
Registrant, as described below, occurred during the
last half of March 1997 that substantively affect
disclosures throughout the Registrant's annual report
on Form 10-K for the year ended December 31, 1996. Due
to the recent occurrence of these events, the resulting
uncertainties concerning the short-term consequences of
these events and uncertainties concerning the longer-
term potential consequences of these events, the
Registrant is unable to complete its report on Form 10-
K within the prescribed time period.
In October 1996, through the merger of Gem Gaming, Inc.
("Gem") into a wholly owned subsidiary of the
Registrant, the Registrant acquired The Reserve casino-
hotel under construction in Henderson, Nevada ("The
Reserve"). Under the terms of the Gem merger
agreement, the Gem stockholders were to receive the net
proceeds, less certain agreed-upon reductions, of an
underwritten public offering of 7.5 million shares of
the Registrant's common stock to be completed by
June 1, 1997. The Gem merger agreement provides that
if such offering is not completed by June 1, 1997, the
Gem stockholders would receive three-year 8% promissory
notes in a principal amount equal to 7.5 million
multiplied by
the average closing price of the Registrant's common
stock during the last 10 trading days of May 1997, less
the agreed-upon reductions.
On March 26, 1997, the Registrant commenced an
arbitration proceeding against the Gem stockholders in
which the Registrant has alleged, among other things,
that the Gem stockholders have effectively prevented
the Registrant from completing the contemplated
offering. Prior to the occurrence of alleged wrongful
acts of the Gem stockholders and the commencement of
the arbitration proceeding, the Registrant intended to
proceed with the offering.
In addition, in order to complete the construction of
The Reserve and meet certain other capital expenditure
and working capital requirements, the Registrant has
negotiated for several months with its bank lenders for
the replacement of its existing $94.5 million credit
facility with a $175 million credit facility. The
Registrant anticipated that the new bank credit
facility would be completed and entered into during the
week of March 24, 1997. Due to uncertainties
concerning the form and amount of merger consideration
payable to the Gem stockholders, the Registrant's bank
lenders advised the Registrant in late March 1997 that
such lenders could not proceed with the closing of the
new credit facility.
The Registrant is assessing the impact of the inability
to complete the anticipated bank financing and the
dispute with the Gem stockholders upon its business,
liquidity, capital resources and development and
expansion plans (including the construction of The
Reserve). Due to the recent occurrence of the events
described above, this assessment could not be completed
within a time-frame that would permit the Registrant to
file its report on Form 10-K within the prescribed time
period.
The Registrant has made public disclosure of the above-
described events notwithstanding its inability to file
its report on Form 10-K within the prescribed time
period. Such disclosures have been made through a
press release dated March 26, 1997, issued at about the
same time as the commencement of the arbitration
proceeding against the Gem stockholders, and a Current
Report on Form 8-K filed with the Securities and
Exchange Commission on or about March 28, 1997.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification: Thomas M. Steinbauer, Senior Vice
President and Chief Financial Officer, (702) 567-7000.
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or
Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the
Registrant was required to file such report(s) been filed? If
the answer is no, identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in
results of operations from the corresponding period for the last
fiscal year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
/X/ Yes / / No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
It is anticipated that the financial statements to be
included in the Registrant's report on Form 10-K will
reflect that total revenues increased from
approximately $124 million in the fiscal year ended
December 31, 1995 to approximately $188 million in the
fiscal year ended December 31, 1996, that income from
operations decreased from approximately $18.1 million
in the fiscal year ended December 31, 1995 to
approximately $17.3 million in the fiscal year ended
December 31, 1996, and that net income decreased from
approximately $8.4 million in the fiscal year ended
December 31, 1995 to approximately $5.9 million in the
fiscal year ended December 31, 1996. The primary
reason for these changes is the opening since January
1996 of various casino, hotel, restaurant and
entertainment facilities at the Registrant's Ameristar
Council Bluffs project. In addition to other changes,
these results reflect approximately $7.4 million of
preopening expenses related to Ameristar Council Bluffs
in fiscal 1996. The above-described changes in results
of operations have been previously disclosed in the
Registrant's quarterly reports on Form 10-Q and in a
press release dated February 19, 1997.
AMERISTAR CASINOS, INC.
(Name of Registrant as specified in its charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 28, 1997 By: /s/ THOMAS M. STEINBAUER
Thomas M. Steinbauer
Senior Vice President and
Chief Financial Officer
