SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
CHECK THE APPROPRIATE BOX:
/ / Preliminary Proxy Statement / /
Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-
11(c) or Rule 14a-12
AMERISTAR CASINOS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction
applies:____________________________
(2) Aggregate number of securities to which transaction applies:
____________________________________
(3) Per unit price of other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is calculated and
state how it was determined):____________________________________
_________________________________________________________________
(4) Proposed maximum aggregate value of transaction:_____________
(5) Total fee paid:______________________________________________
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing:
(1) Amount Previously Paid:____________________________________
(2) Form, Schedule or Registration Statement No.:______________
(3) Filing Party:______________________________________________
(4) Date Filed:________________________________________________
<PAGE>AMERISTAR CASINOS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 30, 1998
To the Stockholders of
Ameristar Casinos, Inc.
The Annual Meeting of Stockholders of Ameristar Casinos, Inc. will be
held at 2:00 p.m. (local time) on Tuesday, June 30, 1998, in the Explorers
Room at The Reserve Hotel Casino, located at 777 W. Lake Mead Drive (at
Interstate 515), Henderson, Nevada 89015 for the following purposes:
1. To elect two Class C Directors, each to serve for a three-year
term; and
2. To transact any other business which may properly come before the
meeting and any adjournments or postponements thereof.
A proxy statement containing information for stockholders is annexed
hereto and a copy of the Annual Report of the Company for the fiscal year
ended December 31, 1997 is enclosed herewith.
The Board of Directors has fixed the close of business on May 4, 1998,
as the record date for the determination of stockholders entitled to notice
of and to vote at the meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING IN PERSON, PLEASE DATE
AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE
ENCLOSED FOR THAT PURPOSE.
By order of the Board of Directors
Craig H. Neilsen
President and
Chief Executive Officer
Las Vegas, Nevada
May 26, 1998
<PAGE>AMERISTAR CASINOS, INC.
3773 Howard Hughes Parkway
Suite 490 South
Las Vegas, Nevada 89109
(702) 567-7000
PROXY STATEMENT
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Ameristar Casinos, Inc. ("ACI" or
the "Company"), a Nevada corporation, for use only at its Annual Meeting of
Stockholders to be held on Tuesday, June 30, 1998, and any adjournments or
postponements thereof (the "Annual Meeting").
Shares may not be voted unless the signed proxy card is returned or
other specific arrangements are made to have shares represented at the
meeting. Any stockholder of record giving a proxy may revoke it at any
time before it is voted by filing with the Secretary of ACI a notice in
writing revoking it, by duly executing a proxy bearing a later date, or by
attending the Annual Meeting and expressing a desire to revoke the proxy
and vote the shares in person. Stockholders whose shares are held in
street name should consult with their brokers or other nominees concerning
procedures for revocation. Subject to such revocation, all shares
represented by a properly executed proxy card will be voted as directed by
the stockholder on the proxy card. IF NO CHOICE IS SPECIFIED, PROXIES WILL
BE VOTED "FOR" THE PERSONS NOMINATED BY THE BOARD OF DIRECTORS.
In addition to soliciting proxies by mail, Company officers, Directors
and other regular employees, without additional compensation, may solicit
proxies personally or by other appropriate means. The total cost of
solicitation of proxies will be borne by ACI. Although there are no formal
agreements to do so, it is anticipated that ACI will reimburse banks,
brokerage houses and other custodians, nominees and fiduciaries for their
reasonable expenses in forwarding any proxy soliciting materials to their
principals.
Only stockholders of record at the close of business on Monday, May 4,
1998 are entitled to receive notice of and to vote at the Annual Meeting.
On May 4, 1998, ACI had outstanding 20,360,000 shares of Common Stock,
which constituted all of the outstanding voting securities of ACI. Each
share outstanding on the record date is entitled to one vote on each
matter. A majority of the shares of Common Stock outstanding on the record
date will constitute a quorum.
Directors are elected by a plurality of votes cast. Stockholders may
not cumulate their votes for any one or more nominees for election.
Generally, the affirmative vote of a majority of the shares present at the
Annual Meeting would be required for any other items which might be
submitted to the stockholders for consideration at the Annual Meeting.
Abstentions and broker "non-votes" are counted for purposes of
determining the presence or absence of a quorum for the transaction of
business but will not be counted in the election of Directors or for
purposes of determining whether a proposal has been approved. Thus,
abstentions and broker
<PAGE>"non-votes" will have no effect on the election of Directors and will
have the effect of a "No" vote on any other proposals voted on at the
meeting. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal or matter because
the nominee does not have discretionary voting power with respect to that
proposal or matter and has not received voting instructions from the
beneficial owner.
Craig H. Neilsen, the Chairman of the Board, President and Chief
Executive Officer of the Company, beneficially owns 17,700,000 shares of
the Company's Common Stock, which represents 86.9% of the voting power of
the Company as of May 4, 1998. Mr. Neilsen intends to vote all such
shares in favor of the persons nominated by the Board of Directors.
It is anticipated that this proxy statement and accompanying proxy
card will first be mailed to stockholders on or about June 2, 1998.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
INFORMATION CONCERNING THE NOMINEES
The Company's Articles of Incorporation provide that the Board of
Directors shall be classified, with respect to the time for which the
Directors severally hold office, into three classes, as nearly equal in
number as possible as the total number of Directors constituting the entire
Board permits. The Board of Directors is now composed of six members, and
each of the two Class C Directors whose term is expiring in 1998 is being
nominated for reelection by the Company as described below. Biographical
information concerning the nominees and the other Directors of the Company
is set forth under the caption "Directors and Executive Officers." See
"Security Ownership of Certain Beneficial Owners and Management" for
information regarding such person's holdings of Common Stock.
The Board of Directors has nominated the incumbent Class C Directors
to be elected for a term expiring at the 2001 Annual Meeting of
Stockholders, and until, in each case, such person's successor has been
duly elected and qualified or until his earlier death, resignation or
removal. The incumbent Class B Directors nominated are:
CRAIG H. NEILSEN
WARREN E. MCCAIN
The Board of Directors has no reason to believe that any of its
nominees will be unable or unwilling to serve if elected. However, should
any nominee named herein become unable or unwilling to accept nomination or
election, the persons named as proxies will vote instead for such other
person as the Board of Directors may recommend.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF
THE ABOVE-NAMED NOMINEES AS DIRECTORS.
<PAGE>DIRECTORS AND EXECUTIVE OFFICERS
The following sets forth certain information as of May 1, 1998 with
regard to each of the Directors and executive officers of the Company. The
terms of office of the Class A, B and C Directors expire in 1999, 2000 and
1998, respectively.
NAME AGE POSITION
Craig H. Neilsen 56 Chairman of the Board, President and
Chief Executive Officer and Class C
Director
John R. Spina 48 Executive Vice President of Operations
and Class A Director
Thomas M. 47 Senior Vice President of Finance,
Steinbauer Treasurer and Class B Director
Paul I. Corddry* 61 Class B Director
Larry A. Hodges* 49 Class A Director
Warren E. 72 Class C Director
McCain*
* Member of the Audit and Compensation Committees.
Mr. Neilsen has been Chairman of the Board of Directors, President and
Chief Executive Officer of the Company since its inception in August 1993.
Since May 1984, Mr. Neilsen has been the President and Chairman of the
Board of Directors of Cactus Petes, Inc. ("CPI"). Mr. Neilsen has also
been the President and sole director of Ameristar Casino Vicksburg, Inc.
("ACVI"), Ameristar Casino Council Bluffs, Inc. ("ACCBI"), Ameristar Casino
Las Vegas, Inc. ("ACLVI"), A.C. Food Services, Inc. ("ACFSI") and AC Hotel
Corp. ("ACHC") since their respective dates of inception. CPI, ACVI,
ACCBI, ACLVI, ACFSI and ACHC are wholly owned subsidiaries of the Company.
Mr. Neilsen has been actively involved in the development since 1993 of the
Company's Ameristar Vicksburg, Ameristar Council Bluffs and The Reserve
projects and the major expansions since 1985 of the Company's Cactus Petes
and Horseshu casino-hotels. Mr. Neilsen also owns a controlling interest
in several other closely held entities, most of which are engaged in real
estate development and management operations unrelated to the business of
the Company. Since 1987, Mr. Neilsen has devoted substantially all of his
business time to the affairs of the Company and its subsidiaries.
Mr. Spina has been Executive Vice President of Operations of the
Company since April 1995 and a Director of the Company since November 1995.
He has been a Vice President of each of CPI, ACVI and ACCBI since May 1995,
of each of ACFSI and ACHC since their respective dates of inception and of
ACLVI since April 1998. From July 1994 until March 1995, Mr. Spina was
President of Condado Plaza and Vice President of Williams Hospitality, the
owner and operator, respectively, of the Condado Plaza Hotel Casino in San
Juan, Puerto Rico. Prior thereto, Mr. Spina worked in the Atlantic City,
New Jersey hotel-casino industry, serving first as Executive Vice President
and Chief Operating Officer of Resorts International Casino Hotel, Inc.
from December 1988 to November 1993
<PAGE>and more recently as Senior Vice President of Greate Bay Hotel and
Casino, owner and operator of the Sand's Hotel and Casino, from March 1994
to July 1994.
Mr. Steinbauer has been Senior Vice President of Finance of the
Company since May 1995 and Treasurer and a Director of the Company since
its inception. He served as Vice President of Finance and Administration
and Secretary of the Company from its inception until May 1995. He has
served as the Secretary and the Treasurer of each of CPI and ACVI since
November 1992 and September 1992, respectively, and is a Vice President of
both companies. Mr. Steinbauer has served as Vice President, Secretary and
Treasurer of each of ACCBI, ACLVI. ACFSI and ACHC since their respective
dates of inception. Mr. Steinbauer has more than 20 years of experience in
the gaming industry in Nevada and elsewhere. From April 1989 to January
1991, Mr. Steinbauer was Vice President of Finance for Las Vegas Sands,
Inc., the owner of the Sands Hotel & Casino in Las Vegas. From August 1988
to April 1989, he worked for McClaskey Enterprises as the General Manager
of the Red Lion Inn & Casino, handling the day-to-day operations of seven
different hotel and casino properties in northern Nevada. Mr. Steinbauer
was Property Controller of Bally's Reno from 1987 to 1988. Prior to that
time, Mr. Steinbauer was employed for 11 years by the Hilton Corporation
and rose from an auditor to be the Casino Controller of the Flamingo Hilton
in Las Vegas and later the Property Controller of the Reno Hilton.
Mr. Corddry became a Director of the Company in March 1994.
Mr. Corddry served for 28 years with H. J. Heinz Company ("Heinz"),
retiring from his position as Senior Vice President-Europe in August 1992.
Prior to that position, Mr. Corddry served as Senior Vice President in
charge of several Heinz domestic affiliates, President of Ore-Ida Foods,
Inc., a wholly owned subsidiary of Heinz, and General Manager of Product
Marketing. Mr. Corddry was also a member of the Board of Directors of
Heinz from September 1986 until his retirement. Prior to joining Heinz, he
held various brand management positions with Proctor & Gamble Co. Since
1987, Mr. Corddry has served as a director of Albertson's, Inc., a major
operator of grocery stores. He is also a member of the Board of Trustees
of the American University in Cairo and Albertson's College of Idaho.
Mr. Corddry has previously served on the boards of numerous food industry-
related associations and educational, cultural and medical facilities,
foundations and associations among other organizations.
Mr. Hodges became a Director of the Company in March 1994. Mr. Hodges
has more than 29 years of experience in the retail food business. In April
1994, he became President and Chief Executive Officer of Mrs. Fields Inc.,
after serving as President of Food Barn Stores, Inc. from July 1991 to
March 1994. He has been a director of Mrs. Fields Inc. since April 1993.
From February 1990 to October 1991, Mr. Hodges served as president of his
own company, Branshau Inc., which engaged in the business of providing
management consulting services to food makers and retailers. Earlier,
Mr. Hodges was with American Stores Company for 25 years, where he rose to
the position of President of two substantial subsidiary corporations.
Mr. Hodges' first management position was as Vice President of Marketing
for Alpha Beta Co., a major operator of grocery stores in the West. Mr.
Hodges is also a director of Coinstar, Inc., an operator of automated, self-
service coin counting and processing machines.
Mr. McCain became a Director of the Company in December 1997. Mr.
McCain served as Chairman of the Executive Committee of Albertson's, Inc.,
a major operator of grocery stores, from February 1991 until his retirement
in February 1996. Previously, he served as Chairman and Chief
<PAGE>Executive Officer of Albertson's, Inc. for more than 15 years. Mr.
McCain currently serves as a director of Albertson's, Inc. and Pope &
Talbot, Inc., a wood and paper products manufacturer.
Officers serve at the discretion of the Board of Directors.
BOARD OF DIRECTORS AND COMMITTEES
Directors are elected to serve staggered three-year terms and until
their successors are duly elected and qualified. Each Director who is not
otherwise employed by the Company receives an annual Director's fee of
$25,000 plus $1,000 for each Board meeting (and each Board committee
meeting held other than in conjunction with a Board meeting) attended in
person. Outside Directors participated in the Company's Non-Employee
Director Stock Option Plan until its termination on June 6, 1997, at which
time the outside Directors became eligible to participate in the Company's
Management Stock Option Incentive Plan. The Company also reimburses each
Director for reasonable out-of-pocket expenses incurred in his capacity as
a member of the Board of Directors or committees thereof. No payments are
made for participation in telephone meetings of the Board of Directors or
its committees or actions taken in writing. The Board of Directors held
five meetings during 1997.
The members of the Audit Committee of the Board of Directors are
Messrs. Corddry, Hodges and McCain. The Audit Committee held four meetings
during 1997. The functions of the Audit Committee are primarily to
recommend the selection of the Company's independent public accountants,
discuss with them the scope of the audit, review audited financial
statements, consider matters pertaining to the Company's accounting
policies and internal controls and provide a means for direct communication
between the independent public accountants and the Board of Directors.
The members of the Compensation Committee of the Board of Directors
are Messrs. Corddry, Hodges and McCain. The Compensation Committee held
four meetings during 1997. The functions of the Compensation Committee are
to review and recommend salary and bonus levels of executive officers, to
review periodically, and make recommendations with respect to, the
compensation structure of the Company, and to administer the Company's
stock option plan.
The Company has no nominating committee or committee performing
similar functions.
Each Director attended at least 75% of the total number of the
meetings of the Board of Directors and each committee thereof on which such
Director served held during the year ended December 31, 1997.
<PAGE>SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of May 4,
1998 with respect to persons known by the Company to be beneficial owners
of more than five percent of the Common Stock of the Company, as well as
beneficial ownership by the Directors of the Company, the executive
officers named in the Summary Compensation Table below, and all executive
officers and Directors as a group. The persons named in the table have
sole voting and investment power with respect to all shares beneficially
owned, unless otherwise indicated.
<TABLE>
<S> <C> <C>
COMMON STOCK PERCENT OF
BENEFICIALLY OUTSTANDING
NAME OF BENEFICIAL OWNER OWNED COMMON STOCK(1)
________________________ ______________ _______________
Craig H. Neilsen 17,700,000(2) 86.9%
John R. Spina 47,000(3) -
Thomas M. Steinbauer 70,500(3)(4) -
Paul I. Corddry 15,000(3) -
Larry A. Hodges 7,500(3) -
Warren E. McCain 5,000 -
All executive officers and
Directors 17,845,000 87.1%
as a group (6 persons)
____________
</TABLE>
(1) Other than Mr. Neilsen, each beneficial owner listed owns less than 1%
of the outstanding Common Stock.
(2) Includes shares held by Mr. Neilsen as sole trustee of the
Testamentary Trust created under the Last Will and Testament of Ray
Neilsen, dated October 9, 1963. Gwendolyn Anderson, Mr. Neilsen's
mother, is the only beneficiary of this trust other than Mr. Neilsen.
Mr. Neilsen's mailing address is c/o Ameristar Casinos, Inc., 3773
Howard Hughes Parkway, Suite 490 South, Las Vegas, Nevada 89109.
(3) Includes the following number of shares which may be acquired within
60 days by the following persons upon exercise of options held by such
persons: Mr. Spina - 47,000 shares; Mr. Steinbauer - 70,000 shares;
Mr. Corddry - 4,000 shares; and Mr. Hodges - 4,000 shares.
(4) Includes 300 shares held jointly by Mr. Steinbauer with his wife and
with respect to which Mr. and Mrs. Steinbauer have shared voting and
investment power.
EXECUTIVE COMPENSATION
REPORT OF THE COMPENSATION COMMITTEE AND BOARD OF DIRECTORS ON EXECUTIVE
COMPENSATION
In 1997, the Compensation Committee of Ameristar Casinos, Inc.
consisted of Larry A. Hodges and Paul I. Corddry. Warren E. McCain joined
the Committee in December 1997, but he participated in no meetings of the
Committee relating to compensation of the Named Executive Officers for
1997. None of the members is an employee or officer of Ameristar Casinos,
Inc. (the "Company") or of any of its subsidiaries. The Compensation
Committee administers the Management Stock Option Incentive
<PAGE>Plan, pursuant to which employees of the Company (including its
executive officers) receive stock option grants. It also reviews salaries
and other compensation of the executive officers of the Company. None of
the actions or recommendations of the Compensation Committee in 1997 were
modified or rejected by the Board of Directors.
General Compensation Philosophy
The Compensation Committee tries to compensate the Company's officers
in a fashion that will attract, retain, motivate and appropriately reward
those individuals who are responsible for the Company's profitability and
growth. The compensation of executive officers has historically been
determined primarily on subjective factors and competitive requirements.
In 1997, all compensation decisions were based on strictly subjective
determinations. Compensation for Company executive officers in 1997
consisted primarily of salary and a discretionary bonus. Executive
officers also participated in benefit plans available to employees
generally, including a medical plan, a 401(k) plan, and group life
insurance.
In making its determinations as to the amount of cash compensation,
the Committee considered, among other things, (i) the Company's financial
results during 1997, (ii) the market performance of the Company's stock,
(iii) the compensation paid to the executive officers in prior years, (iv)
the recommendation of the Company's chief executive officer, (v) the
extraordinary services rendered by the executive officers during the year,
and (vi) the amount of compensation paid by the Company's competitors to
their executive officers. No specific weight was assigned to any
particular factor, except the Committee did not place significant emphasis
on the stock price. The Committee concluded that a downturn in gaming
stocks generally, combined with the thin float of the Company's stock, made
it unfair to weigh the stock price as a significant measure of performance.
The Committee retained the services of an independent compensation
consultant, Arthur Andersen LLP (the "Consultant"), to review the Company's
executive compensation policies and levels and the fairness of the cash
compensation paid to the Company's executives and to assist the
Compensation Committee in formulating a deferred compensation plan. The
Consultant concluded that the cash compensation paid to the executive
officers was adequate. The Consultant also proposed a plan for deferred
compensation, which was rejected because the Committee believed it would
not provide a sufficient incentive for the executive officers to remain in
the employ of the Company on a long-term basis. The Committee is
continuing to examine options for a long-term deferred compensation plan.
No stock options were awarded by the Committee in 1997 to any of the
executive officers. The executive officers, other than Mr. Neilsen, were
most recently awarded stock options in December 1995.
Section 162(m) of the Internal Revenue Code
Section 162(m) of the Internal Revenue Code disallows a deduction for
federal income tax purposes of most compensation exceeding $1,000,000 in
any year paid to the Company's chief executive officer and the four other
most highly compensated executive officers of a publicly-traded
corporation. The Company was not impacted by section 162(m) in 1997. In
future years, the Compensation Committee intends to take into account the
effect of section 162(m) if the compensation payable to any
<PAGE>executive officer approaches $1,000,000. However, the fact that
compensation above $1,000,000 may not be deductible for federal income tax
purposes will not necessarily preclude the award of such compensation if
the Compensation Committee believes it is otherwise justified.
Compensation of Chief Executive Officer
The Company's chief executive officer is in a unique position in that
he owns or controls approximately 87% of the outstanding stock of the
Company. He has not been awarded any options to acquire stock under the
Company's stock option plan, and the Compensation Committee is not inclined
to award him any. The Compensation Committee believes that the interests
of the chief executive officer are already aligned with those of the
stockholders. In the opinion of the Committee the award of stock options
to the chief executive officer will not provide a material incentive to
him, particularly since the maximum number of options that can be awarded
under the stock option plan is 200,000. The Compensation Committee
believes that the chief executive officer must be compensated primarily by
cash and by deferred compensation plans. The Company currently does not
have any deferred compensation plans, although as noted above the
Compensation Committee is investigating such plans.
In 1997, the Company's chief executive officer received a salary of
$375,000 and a cash bonus of $375,000. These are the same salary and bonus
that the chief executive officer has received from the Company or a
subsidiary since the 1990 fiscal year.
The Compensation Committee used strictly subjective factors in
deciding the bonus amount. The Compensation Committee considered a number
of factors including (i) the advancement of the Company and its
subsidiaries since the chief executive officer assumed leadership in 1983;
(ii) the achievements of the Company in 1997, including resolving issues
pertaining to the acquisition, redesign, financing and construction of the
Reserve Hotel and Casino project; (iii) the fact the chief executive
officer is also the majority stockholder of the Company and thereby is
significantly motivated to create long term increases in stockholder value;
(iv) the fact the chief executive officer has not received a raise in his
salary or in his cash bonus since 1990; (v) the profitability of the
Company in 1997; (vi) the performance of the Company's stock in 1997; and
(vii) the fact the chief executive officer requested that his salary and
bonus not be increased. No particular weight was given to any factor,
although the request of the chief executive officer was the key component
in the decision. The Committee balanced certain of the other factors in
the same manner as discussed above with respect to the other executive
officers of the Company. There is no quantifiable relationship between the
Company's performance and the compensation paid to the chief executive
officer.
Compensation Committee
Larry A. Hodges
Paul I. Corddry
<PAGE>SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION OF NAMED EXECUTIVE
OFFICERS
The following table sets forth information concerning the annual and
long-term compensation earned by the Named Executive Officers for services
rendered in all capacities to the Company for the fiscal years ended
December 31, 1997, 1996 and 1995. The "Named Executive Officers" include
(i) each person who served as Chief Executive Officer during 1996 (one
person), (ii) each person who (a) served as an executive officer at
December 31, 1997, (b) was among the four most highly paid executive
officers of the Company, not including the Chief Executive Officer, during
1996 and (c) earned total annual salary and bonus compensation in 1997 in
excess of $100,000 (three persons), and (iii) up to two persons who would
be included under clause (ii) above had they served as an executive officer
at December 31, 1997 (no persons).
<TABLE>
SUMMARY COMPENSATION TABLE
__________________________
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATI0N(4)
------------------------------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
OTHER SHARES
ANNUAL UNDERLYING ALL OTHER
NAME AND FISCAL SALARY BONUS COMPENSATION OPTIONS/SARS COMPENSATION
CAPACITY YEAR ($)(2) ($) ($)(3) (#) ($)(5)
IN WHICH SERVED
- --------------- ------ ------ ------ ----------- ------------ -----------
Craig H. 1997 $375,000 $375,000 - 0 $1,976
Neilsen, 1996 $375,000 $375,000 - 0 $2,072
Chairman of the 1995 $375,000 $375,000 - 0 $2,986
Board, Chief
Executive
Officer and
President
John R. Spina, 1997 $309,014 $100,000 - 0 $1,976
Executive Vice 1996 $271,155 $115,000 - 0 $2,040
President of 1995 $153,846 $ 95,000 - 100,000 $ 0
Operations
Thomas M. 1997 $225,000 $ 85,000 - 0 $1,976
Steinbauer, 1996 $199,040 $ 75,000 - 0 $2,040
Senior Vice 1995 $149,761 $ 65,000 - 100,000 $2,986
President of
Finance and
Treasurer
Brian E. Katz, 1997 $234,330 $ 85,000 - 0 $1,976
Senior Vice 1996 $196,444 $ 75,000 - 0 $2,040
President 1995 $140,674 $ 75,000 - 75,000 $ 0
and
Secretary(6)
- ------------
</TABLE>
(1) Amounts shown include cash compensation earned for the periods
reported whether paid or accrued in such periods.
(2) As of May 1, 1998, the current annual salary levels for the Named
Executive Officers were: Mr. Neilsen ($375,000); Mr. Spina
($315,000); and Mr. Steinbauer ($240,000).
(3) During 1997, 1996 and 1995, the Named Executive Officers received
personal benefits, the aggregate amounts of which for each Named
Executive Officer did not exceed the lesser of $50,000 or 10% of the
total of the annual salary and bonus reported for such Named Executive
Officer in such years.
(4) In the cases of Messrs. Steinbauer and Katz, the number of shares
underlying options/SARs granted in 1995 reflects the repricing of
their outstanding options in December 1995 (75,000 shares with respect
to Mr. Steinbauer and 50,000 shares with respect to Mr. Katz). The
Named Executive Officers did not receive any restricted stock awards
or long-term incentive plan payouts in 1997, 1996 or 1995.
(5) The 1997 and 1996 amounts represent matching contributions under the
Company's 401(k) plan. The amounts for 1995 represent contributions
made by the Company under its profit sharing plan prior to the
termination of the plan.
(6) Mr. Katz resigned as an officer of the Company effective April 17,
1998.
<PAGE>
OPTION GRANTS
No stock options or stock appreciation rights were granted by the
Company to the Named Executive Officers in 1997.
OPTION EXERCISES AND HOLDINGS
The following table sets forth with respect to the Named Executive
Officers information concerning the exercise of stock options during 1997
and unexercised options held as of the end of the year. The Company has
never granted stock appreciation rights.
<TABLE>
AGGREGATED OPTION/SAR EXERCISES
AND 1997 YEAR-END OPTION/SAR VALUES
-----------------------------------
<S> <C> <C> <C> <C> <C> <C>
NUMBER
OF UNEXERCISED VALUE OF UNEXERCISED
SHARES VALUE OPTIONS/SARS AT IN-THE-MONEY OPTIONS/SARS
ACQUIRED REALIZED FISCAL YEAR END(3) AT FISCAL YEAR END($)(1)
NAME ON EXER- ($) UNEXER- EXERCIS- UNEXER- EXERCIS-
CISE (#) CISABLE ABLE CISABLE ABLE
- ------------ -------- -------- ------- -------- ------- --------
Craig H. 0 $0 0 0 -- --
Neilsen
John R. Spina 0 $0 60,000 40,000 $0 $0
Thomas M. 0 $0 30,000 70,000 $0 $0
Steinbauer
Brian E. Katz 0 $0 35,000 40,000 $0 $0
</TABLE>
- -------------
(1) The values of unexercised in-the-money options have been determined
based on the closing price of the Company's Common Stock as reported
in the Nasdaq-National Market System on December 31, 1997 ($4.875).
EMPLOYMENT AGREEMENTS
The Company has entered into employment agreements with Messrs.
Steinbauer and Spina. Each of the employment agreements has a term of
three years, commencing November 15, 1993 in the case of Mr. Steinbauer and
April 4, 1995 in the case of Mr. Spina, which are subject to automatic
renewal for a two-year period at the end of each term unless terminated by
either party with at least three months' prior written notice. Each
agreement includes a covenant not to compete for a term of one year after
termination of the officer's employment. This covenant applies only to
competing activities within a 90-mile radius of the operations of the
Company. The agreements provide that in the event an officer's employment
is terminated by the Company without "cause" (as defined in the
agreements), or by the officer as a result of a reduction in the officer's
duties or compensation, such officer would be entitled to a severance
payment in an amount equal to six months' base salary.
The Company has not entered into employment or similar agreements with
Messrs. Neilsen or Katz.
<PAGE>The Company has entered into an indemnification agreement with
each of its Directors and executive officers. These agreements require the
Company, among other things, to indemnify such persons against certain
liabilities that may arise by reason of their status or service as
Directors or officers (other than liabilities arising from actions
involving intentional misconduct, fraud or a knowing violation of law), to
advance their expenses incurred as a result of a proceeding as to which
they may be indemnified and to cover such persons under any directors' and
officers' liability insurance policy maintained by the Company. These
indemnification agreements are separate and independent of indemnification
rights under the Company's Bylaws and are irrevocable.
<PAGE>PERFORMANCE GRAPH
The following graph presents a comparison of the performance of the
Company's Common Stock with that of the Standard & Poor's 500 Stock Index
and the Dow Jones Entertainment and Leisure-Casinos Index. This graph also
presents a comparison of the Company's Common Stock through December 31,
1996 with that of the Salomon Brothers Inc Small Cap Gaming Company Index
(the "SBI Index"). The SBI Index is no longer prepared, and, accordingly,
the Company is not able to present a comparison of the performance of the
Company's Common Stock and the SBI Index for 1997.
[GRAPH DELETED IN EDGAR FILING; DATA POINTS USED IN PRINTED GRAPH ARE
PRESENTED BELOW]
<TABLE>
Value of $100.00 Investment
<S> <C> <C> <C> <C> <C> <C>
11/9/93 12/31/93 12/30/94 12/29/95 12/31/96 12/31/97
------- -------- -------- -------- -------- --------
Ameristar Common $100.00 $105.68 $ 40.91 $ 59.09 $ 48.86 $ 44.32
Stock
S&P 500 Index 100.00 101.33 99.77 133.80 160.92 210.81
Dow Jones
Entertainment and 100.00 106.22 81.55 108.17 117.98 103.79
Leisure-Casinos
Index
Salomon Brothers Inc
Small Cap Gaming Co. 100.00 97.18 71.48 79.90 64.67 N/A
Index
</TABLE>
(1) The graph assumes $100 invested in the Company's Common Stock, the
Standard & Poor's 500 Stock Index, the SBI Index and the Dow Jones
Entertainment and Leisure-Casinos Index on November 9, 1993, the first
day of trading of the Company's Common Stock. The comparison assumes
that all dividends are reinvested.
(2) The SBI Index is a straight average (i.e., not weighted with respect
to any measure of company size or other factor) of the stock prices of
13 gaming companies.
(3) The Dow Jones Entertainment and Leisure-Casinos Index is a stock price
index of six gaming companies weighted on a market capitalization
basis.
<PAGE>CERTAIN TRANSACTIONS
Until March 31, 1997, the Company leased certain office space in Twin
Falls, Idaho, from Lynwood Shopping Center, a partnership in which Craig H.
Neilsen has a controlling equity interest. The Company paid or accrued
rent of $20,764 to Lynwood Shopping Center in 1997, including the payment
of $5,191 in rent accrued in 1996. CPI paid an additional $36,185 in rents
to Lynwood Shopping Center in 1997 (including $5,082 accrued in 1996) for
CPI's readerboard sign (which is owned by Lynwood Shopping Center) and
space provided for CPI's dealer school. The readerboard sign lease expires
in July 1998, at which time CPI has an option to purchase the sign.
Commencing April 1, 1997, Neilsen & Company (a partnership in which
Mr. Neilsen owns a controlling equity interest) leased from Lynwood
Shopping Center certain of the office space previously leased by the
Company. CPI concurrently subleased from Neilsen & Company the right to
use certain offices in this space and the common areas through December 31,
2001. Accrued rent and expenses under this sublease totaled $14,634 in
1997, which were paid in February 1998. The estimated amount of rent and
expenses to be paid for 1998 is $19,000. These offices, and the
readerboard sign and dealer school described above, support CPI's casino-
hotel operations in Jackpot, Nevada, at Idaho border due south of Twin
Falls. The offices previously supported the Company's executive offices,
which are now located in Las Vegas, Nevada.
A portion of the services of a Company employee were provided to
Neilsen & Company until July 1, 1997, at which time this employee
terminated service with the Company and became an employee of Neilsen &
Company. The total estimated amount due to the Company for these services
at December 31, 1997 was approximately $25,104 ($13,104 for a portion of
the 1996 services and $12,000 for 1997 services), representing
approximately half of the salary and additional payroll burden for this
employee. Payment of the outstanding balance has been deferred pending an
analysis of amounts due to Neilsen & Company from the Company for various
services performed by Neilsen & Company, which management believes may
exceed the $25,104 due to the Company from Neilsen & Company. Among
others, these services included assistance with the relocation of the
Company's offices to Las Vegas, Nevada, litigation and arbitration support
services, licensing application assistance and accounts payable assistance.
It is anticipated that such services provided in 1998 to the Company by
Neilsen & Company will be minimal.
The Company leases from Neilsen & Company two condominiums located in
Sun Valley, Idaho. The properties are leased by the Company at an
aggregate monthly rental rate of $3,500 plus maintenance supply and utility
costs. These leases expire December 31, 1998. The properties are made
available by the Company at no charge to management personnel and certain
business associates. The Company believes that the condominiums are a
valuable asset in strengthening management morale and maintaining goodwill
with important business contacts. Management believes that the rental rate
paid by the Company is within the range of rates generally charged for such
properties in Sun Valley.
Mr. Neilsen is the president, director and sole stockholder of
Intermountain Express, Inc. ("Intermountain"), a transportation concern
that provides CPI with package delivery services between Jackpot and Twin
Falls, Idaho. Intermountain contracts with CPI for the use of CPI's
drivers by Intermountain. In 1997, CPI paid $34,990 to Intermountain for
package delivery services in 1996 and
<PAGE>1997. An additional $14,385 was accrued for services provided in
1997 and was outstanding at December 31, 1997. CPI charged Intermountain
$45,968 for contracted driver services and miscellaneous fuel and van
maintenance expenses paid for or provided by CPI in 1996 and 1997, of which
$3,625 remained outstanding at December 31, 1997. Management believes that
these relationships between CPI and Intermountain are beneficial to the
Company, and these relationships are expected to continue for the
indefinite future.
In addition, Intermountain leased a van owned by CPI for use in
connection with the package delivery services provided by Intermountain to
CPI. Intermountain owed CPI $11,400 in van rental payments accrued at the
rate of $100 per week in 1993, 1994 and early 1995. Van rental payments
were not accrued since early 1995 pending the completion of discussions
concerning the possible sale of the van by CPI to Intermountain and the
settlement of the outstanding van rental balance. In January 1998, CPI and
Intermountain reached an agreement for the forgiveness by CPI of the
accrued van rental amount in excess of $1,250 and a sale of the van by CPI
to Intermountain for $500. Intermountain has paid the $1,750 due to CPI.
Management believes that this transaction was fair to the Company based on
the condition of the van and the past services and payments received by CPI
from Intermountain.
The Company has adopted a policy requiring transactions with
affiliates to be on terms no less favorable to the Company than could be
obtained from unaffiliated parties. Each of the above transactions has
been approved by the Board of Directors. In the opinion of management, the
terms of the above transactions were at least as fair to the Company as
could have been obtained from unaffiliated parties.
FORM 10-K
ACI will furnish without charge to each stockholder, upon written
request addressed to ACI c/o Barbara Miller, 3773 Howard Hughes Parkway,
Suite 490 South, Las Vegas, Nevada 89109, a copy of its Annual Report on
Form 10-K for the year ended December 31, 1997 (excluding the exhibits
thereto), as filed with the Securities and Exchange Commission. The
Company will provide a copy of the exhibits to its Annual Report on Form 10-
K for the year ended December 31, 1997 upon the written request of any
beneficial owner of the Company's securities as of the record date for the
Annual Meeting and reimbursement of the Company's reasonable expenses.
Such request should be addressed to ACI c/o Barbara Miller at the above
address.
FUTURE STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the 1999 Annual
Meeting of Stockholders must be submitted sufficiently far in advance so
that it is received by ACI not later than January 31, 1999.
OTHER MATTERS
The Company's independent public accountants for the fiscal year ended
December 31, 1997 were Arthur Andersen LLP, which firm is expected to be
appointed to serve in such capacity for the current year. A representative
of Arthur Andersen LLP is expected to be present at the meeting with the
opportunity to make a statement if he or she so desires and to respond to
appropriate questions.
<PAGE>Neither the Company nor any of the persons named as proxies
knows of matters other than those stated above to be voted on at the Annual
Meeting. However, if any other matters are properly presented at the
meeting, the persons named as proxies are empowered to vote in accordance
with their discretion on such matters.
The Annual Report of ACI for the fiscal year ended December 31, 1997
accompanies this proxy statement, but it is not to be deemed a part of the
proxy soliciting material.
PLEASE COMPLETE, SIGN AND RETURN
THE ENCLOSED PROXY PROMPTLY
AMERISTAR CASINOS, INC.
By order of the Board of Directors
Craig H. Neilsen
President and
Chief Executive Officer
Las Vegas, Nevada
May 26, 1998
<PAGE>REVOCABLE PROXY
AMERISTAR CASINOS, INC.
ANNUAL MEETING OF STOCKHOLDERS -- JUNE 30, 1998
The undersigned stockholder(s) of Ameristar Casinos, Inc. (the
"Company") hereby nominates, constitutes and appoints Craig H. Neilsen and
Thomas M. Steinbauer, and each of them, the attorney, agent and proxy of
the undersigned, with full power of substitution, to vote all stock of
Ameristar Casinos, Inc. which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of the Company to be held at The Reserve
Hotel Casino located at 777 W. Lake Mead Drive, Henderson, Nevada 89015,
at 2:00 p.m. (local time) on Tuesday, June 30, 1998, and any and all
adjournments or postponements thereof, with respect to the matters
described in the accompanying Proxy Statement, and in their discretion, on
such other matters which properly come before the meeting, as fully and
with the same force and effect as the undersigned might or could do if
personally present thereat, as follows:
1. ELECTION OF AUTHORITY GIVEN WITHHOLD AUTHORITY
DIRECTORS to vote for the to vote for the
nominees listed below nominees.
(except as indicated
to the contrary
below).
(INSTRUCTIONS: To withhold authority to vote for any nominee, strike a
line through such
nominee's name below.)
CLASS C DIRECTORS: CRAIG H. NEILSEN WARREN E. MCCAIN
2. To transact such other business as may properly come before the
Meeting and any adjournment or adjournments or postponements thereof.
Management currently knows of no other business to be presented by or
on behalf of the Company or its Board of Directors at the Meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE. PLEASE SIGN AND DATE ON THE REVERSE
SIDE OF THIS PROXY.
<PAGE>THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN"
FOR THE ELECTION OF DIRECTORS. THE PROXY CONFERS AUTHORITY TO AND SHALL BE
VOTED "AUTHORITY GIVEN" FOR THE ELECTION OF DIRECTORS UNLESS OTHER
INSTRUCTIONS ARE INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN
ACCORDANCE WITH SUCH INSTRUCTIONS.
IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.
Dated: , 1998
(Please print name)
(Signature of Stockholder)
(Please print name)
(Signature of Stockholder)
Please date this Proxy and sign
your name as it appears on your
stock certificates. (Executors,
administrators, trustees, etc.,
should give their full titles. All
joint owners should sign).
I do do not expect to attend the
Meeting.
Number of Persons:
