AMERISTAR CASINOS INC
8-K, EX-20.1, 2000-11-20
MISCELLANEOUS AMUSEMENT & RECREATION
Previous: AMERISTAR CASINOS INC, 8-K, 2000-11-20
Next: AMERISTAR CASINOS INC, 8-K, EX-20.2, 2000-11-20



<PAGE>   1
                                                                    EXHIBIT 20.1



CONTACT:
        Tom Steinbauer
        Senior Vice President, Chief Financial Officer
        Ameristar Casinos
        702-567-7037

                  AMERISTAR CASINOS COMMENCES TENDER OFFER FOR
                        $100 MILLION OF OUTSTANDING NOTES

LAS VEGAS, NEV., NOV. 20, 2000 - Ameristar Casinos, Inc. announced today that it
has commenced a cash tender offer for all $100 million of its 10-1/2 percent
Senior Subordinated Notes due 2004, Series B (the "Notes"). In conjunction with
the tender offer, Noteholder consents are being solicited to approve certain
amendments to the indenture governing the Notes.

       The tender offer and consent solicitation are subject to the terms and
conditions in the Offer to Purchase and Consent Solicitation Statement dated
Nov. 20, 2000. The tender offer will expire at midnight, New York City time, on
Monday, Dec. 18, 2000, unless extended by Ameristar Casinos. The consent
solicitation will expire at midnight, New York City time on Monday, Dec. 4,
2000, unless extended.

       The tender offer purchase price will be paid for Notes validly tendered
and accepted for purchase, as well as accrued and unpaid interest up to, but not
including, the tender offer acceptance date. The total consideration paid for
each validly tendered Note and properly delivered consent will be based upon a
fixed spread of 50 basis

                                     -MORE-



<PAGE>   2

AMERISTAR TENDER OFFER
ADD ONE

points over the yield to maturity on the applicable reference U.S. Treasury
Note, and includes a consent payment of $30.00 per $1,000 principal amount of
Notes. The yield to maturity of the reference U.S. Treasury Note used in the
fixed spread formula will be set at 2 p.m., New York City time, on Dec. 14,
2000.

       Ameristar Casinos is also seeking consents from the registered holders of
the Notes to certain proposed amendments to the indenture relating to the Notes.
Holders will be required to consent to the proposed amendments in order to
tender their Notes and will be required to tender their Notes in order to
consent to the proposed amendments.

       Ameristar Casinos, through certain of its affiliates, has signed
definitive agreements to purchase substantially all of the assets of Station
Casino Kansas City and Station Casino St. Charles from subsidiaries of Station
Casinos, Inc. In a separate transaction, Ameristar Casinos, through its
affiliate, has signed a definitive agreement to sell The Reserve Hotel Casino to
a subsidiary of Station Casinos, Inc. These asset purchase and sale transactions
are subject to a number of conditions, including gaming and other regulatory
approvals. The consummation of the tender offer and consent solicitation are
also subject to a number of conditions, including the consummation of the asset
purchase transactions, a financing condition and the valid tender of at least a
majority in aggregate outstanding principal amount of Notes, as set forth in the
Offer to Purchase and Consent Solicitation Statement dated Nov. 20, 2000. The
Company has

                                     -MORE-



<PAGE>   3

AMERISTAR TENDER OFFER
ADD TWO

received commitments, subject to customary closing conditions, from affiliates
of Deutsche Bank to provide credit facilities for the asset purchase
transactions and the tender offer.

       Deutsche Banc Alex. Brown is the dealer manager for the tender offer and
consent solicitation and can be reached at (800) 553-2826. Requests for
assistance or additional sets of the offer materials may be directed to
MacKenzie Partners, Inc., at (800) 322-2885 or (212) 929-5500.

       This announcement is not an offer to purchase, a solicitation of an offer
to purchase or a solicitation of consents with respect to the Notes. The tender
offer and consent solicitation are being made solely by the Offer to Purchase
and Consent Solicitation Statement dated Nov. 20, 2000.

        This press release contains certain forward-looking statements. These
forward-looking statements generally can be identified by the context of the
statement or the use of words such as Ameristar Casinos or its management
"believes," "anticipates," "intends," "expects," "plans," or words of similar
meaning. Similarly, statements that describe Ameristar Casinos' future plans,
objectives, strategies or goals are forward-looking statements. Although
management believes that the assumptions underlying the forward-looking
statements are reasonable, these assumptions and the forward-looking statements
are subject to various factors, risks and uncertainties, many of which are
beyond the control of Ameristar Casinos, including but not limited to,
uncertainties

                                     -MORE-



<PAGE>   4

AMERISTAR TENDER OFFER
ADD THREE

concerning the completion of the transactions contemplated above and the
availability of financing therefore. Accordingly, actual results could differ
from those contemplated by the forward-looking statements contained in this
press release. Attention is directed to "Item 1. Business -- Risk Factors" in
the Annual Report on Form 10-K of Ameristar Casinos, Inc. for the fiscal year
ended Dec. 31, 1999 and "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations-Liquidity and Capital Resources"
in the Quarterly Report on Form 10-Q of Ameristar Casinos, Inc. for the fiscal
quarter ended September 30, 2000 for a discussion of some of the factors, risks
and uncertainties that could affect Ameristar Casinos' future results.

       Ameristar Casinos, Inc., a publicly traded company (NASDAQ ticker symbol:
ASCA) with a strong background in the gaming and hospitality industry dating
back to 1954, owns and operates Cactus Petes Resort Casino and The Horseshu
Hotel & Casino in Jackpot, Nev., Ameristar Casino Hotel Vicksburg in Vicksburg,
Miss., Ameristar Casino Hotel Council Bluffs in Council Bluffs, Iowa, and The
Reserve Hotel Casino in Henderson, Nev. in metropolitan Las Vegas.

                                       ###

          Visit Ameristar Casinos' Web site at www.ameristarcasinos.com

       (which shall not be deemed to be incorporated in or a part of this
                                 press release)


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission