SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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:
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applies:
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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):
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[ ] Check box if any part of the fee is offset as provided by Exchange
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offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
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<PAGE>
AMERISTAR CASINOS, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 16, 2000
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 Friday, June 16, 2000, 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 B Directors 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, 1999 is enclosed herewith.
The Board of Directors has fixed the close of business on May 15,
2000, 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
/s/ Craig H. Neilsen
Craig H. Neilsen
President and
Chief Executive Officer
Las Vegas, Nevada
May 17, 2000
<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 Friday, June
16, 2000, 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 15, 2000 are entitled to receive notice of and to vote at the
Annual Meeting. As of April 28, 2000, ACI had outstanding 20,387,084
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. Under Nevada law, the affirmative vote of a majority of the
votes cast on any proposal at the Annual Meeting generally will
constitute the approval of the stockholders. Such approval will also
satisfy the requirements of The Nasdaq Stock Market, Inc. for the
continued designation of the Common Stock as a National Market
Security.
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 any
<PAGE>
other proposal. Thus, abstentions and broker "non-votes" will have no
effect on the election of Directors or 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, and so notifies the Company, 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, owns 17,700,000 shares of the
Company's Common Stock, which represents 86.8% of the voting power of
the Company as of April 28, 2000. 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 May 17,
2000.
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 authorized number of Directors is
currently set at six, and there are two vacancies on the Board of
Directors. Of the four sitting Directors, two are Class B Directors
whose terms are expiring in 2000 and are being nominated for re-
election 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 each such person's holdings of Common Stock.
The Board of Directors has nominated each of the incumbent
Class B Directors to be elected for a term expiring at the 2003 Annual
Meeting of Stockholders, and until each 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:
Thomas M. Steinbauer
Paul I. Corddry
The Board of Directors has no reason to believe that its nominees
will be unable or unwilling to serve if elected. However, should the
nominees named herein become unable or unwilling to accept nomination
or election, the persons named as proxies will vote instead for such
other person(s) 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 April 28, 2000
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 2002, 2000 and 2001, respectively.
Name Age Position
Craig H. Neilsen 58 Chairman of the Board, President and
Chief Executive Officer and Class C
Director
Thomas M. 49 Senior Vice President of Finance,
Steinbauer Treasurer,
Secretary and Class B Director
Gordon R. 44 Senior Vice President of Legal Affairs
Kanofsky
Poston S. Tanaka 57 Senior Vice President of Development
Paul I. Corddry* 63 Class B Director
Larry A. Hodges* 51 Class A Director
* 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"), AC Hotel Corp. ("ACHC") and
Ameristar Casino St. Louis, Inc. ("ACSLI") since their respective
dates of inception. CPI, ACVI, ACCBI, ACLVI, ACFSI, ACHC and ACSLI
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 proposed South St. Louis County project 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. 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 was appointed as the Secretary of the Company
in June 1998. 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, ACHC and ACSLI 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
<PAGE>
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. Kanofsky has been Senior Vice President of Legal Affairs of
the Company since September 1999. Mr. Kanofsky was in private law
practice in Washington, D.C. and Los Angeles, California from 1980 to
September 1999, most recently as of counsel to and a member of
Sanders, Barnet, Goldman, Simons & Mosk, A Professional Corporation in
Los Angeles (1996-1999) and as an associate and partner in the Los
Angeles office of Hughes Hubbard & Reed (1985-1995). While in private
practice, Mr. Kanofsky represented the Company as special securities
counsel and outside general counsel since April 1993 and April 1998,
respectively. Mr. Kanofsky also represented several other gaming
industry clients while in private practice. Mr. Kanofsky is a
graduate of the Duke University School of Law and holds an
undergraduate degree from Washington University in St. Louis.
Mr. Tanaka joined the Company in March 2000 as its Senior Vice
President of Development. He has over 25 years of real estate
development experience, most recently with General Cinema Theaters,
Inc. where he was Senior Vice President of Development from August
1995 through January 2000. From October 1992 to August 1995, Mr.
Tanaka was President of his own company that provided real estate
consulting services in the U.S., Mexico and France and also undertook
its own real estate development projects. Mr. Tanaka was with Disney
Development Company from March 1989 to October 1992 where he worked on
a large regional shopping facility that was to be part of Celebration,
one of Disney's landholdings in Orlando, Florida. In 1984, he joined
the Irvine Company as Vice President of Retail and initiated the
remodel of Fashion Island in Newport Beach, California. From
September 1974 to March 1984, Mr. Tanaka served in various capacities
with the Hahn Company, including Project Manager, Vice President of
Leasing and Vice President General Manager of the Development
Division.
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, Swarthmore College in Pennsylvania and the Corcoran Museum
in Washington, D.C. 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 30 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
<PAGE>
Mrs. Fields Inc. since April 1993. From February 1990 to October
1991, Mr. Hodges served as president of his own company, Branshan
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, Successories Inc., a
manufacturer of motivational home and office decor, Mrs. Fields Original
Cookies and the International Franchise Association.
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 $30,000 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 in June 1997, at which time the outside Directors became
eligible to participate in the Company's Management Stock Option
Incentive Plan. Outside Directors participated in the Company's
Management Stock Option Incentive Plan until its termination in June
1999, at which time the outside Directors became eligible to
participate in the Company's 1999 Stock 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 four meetings
during 1999.
During 1999, the members of the Audit Committee of the Board of
Directors were Messrs. Corddry, Hodges and McCain. The Audit
Committee held three meetings during 1999. 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.
During 1999, the members of the Compensation Committee of the
Board of Directors were Messrs. Corddry, Hodges and McCain. The
Compensation Committee held one meeting during 1999. 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-based incentive
compensation plans.
The Company has no nominating committee or committee performing
similar functions.
<PAGE>
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, 1999.
The Company's Gaming Compliance Program requires one of the
members of the Company's Gaming Compliance Committee to be an outside
Director of the Company. Mr. Hodges has been appointed by the Board
of Directors as the chairman of the Gaming Compliance Committee. For
these additional services as a Director, Mr. Hodges receives
compensation of $1,000 per meeting, whether attended in person or by
telephone. Mr. Steinbauer is also a member of the Company's Gaming
Compliance Committee, but he does not receive any separate
compensation for these services.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information as of
April 28, 2000 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.
Common Stock Percent of
Beneficially Outstanding
Name of Beneficial Owner Owned Common Stock(1)
Craig H. Neilsen 17,700,000(2) 86.8%
Thomas M. Steinbauer 101,900(3)(4) -
Gordon R. Kanofsky 0 -
Poston S. Tanaka 0 -
Paul I. Corddry 27,500(3) -
Larry A. Hodges 20,000(3) -
All executive officers and
directors as a group (6 persons) 17,849,400 87.0%
(1)Other than Mr. Neilsen, each beneficial owner listed owns less
than 1% of the outstanding Common Stock.
(2)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. Steinbauer - 101,400 shares; Mr.
Corddry - 16,500 shares; and Mr. Hodges - 16,500 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.
<PAGE>
EXECUTIVE COMPENSATION
Report of the Compensation Committee and Board of Directors on
Executive Compensation
In 1999, the Compensation Committee of Ameristar Casinos, Inc.
consisted of Larry A. Hodges, Paul I. Corddry and Warren E. McCain.
None of the members is an employee or officer of the Company. The
Compensation Committee administered the Management Stock Option
Incentive Plan until its termination in June 1999, pursuant to which
employees of the Company (including its executive officers) received
stock option grants. The Compensation Committee also administers the
1999 Stock Incentive Plan, pursuant to which employees of the Company
(including its executive officers) may receive stock option and
restricted stock grants. The Compensation Committee also reviews
salaries and other compensation of the executive officers of the
Company. None of the actions or recommendations of the Compensation
Committee in 1999 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 1999, all compensation decisions were based on strictly
subjective determinations. Compensation for the Company's executive
officers in 1999 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 1999, (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 the market for small cap 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.
In 1999 the Compensation Committee, and the Chief Executive
Officer acting on delegated authority, awarded stock options to 26
employees of the Company or its subsidiaries to purchase an aggregate
of 579,170 shares of the Company's Common Stock. The per share
exercise price for stock option awards covering these shares ranged
from $2.75 to $4.14, with a weighted average per share exercise price
of $3.52. Of these options, options covering 100,000 shares at a per
share exercise price of $3.31 were awarded to Gordon R. Kanofsky, an
executive officer of the Company. The Committee believes it is both
appropriate and important that the long-term economic interests of its
executive officers should be aligned with those of the Company's
stockholders.
The Committee is continuing to examine options for a long-term
deferred compensation plan.
<PAGE>
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 1999. In future years, the Compensation Committee intends
to take into account the effect of section 162(m) if the compensation
payable to any 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 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 plans, 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. 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 1999, 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 1999, including the
strong performance of the Company's casino properties in Council
Bluffs, Iowa, Vicksburg, Mississippi and Jackpot, Nevada, and the
turnaround of the operating performance of The Reserve in Henderson,
Nevada; (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 1999; (vi) the performance of the Company's stock in 1999;
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. The Committee balanced certain of the 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
Warren E. McCain
<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, 1999, 1998 and 1997. The "Named Executive
Officers" include (i) each person who served as Chief Executive
Officer during 1999 (one person), (ii) each person who (a) served as
an executive officer at December 31, 1999, (b) was among the four most
highly paid executive officers of the Company, not including the Chief
Executive Officer, during 1999 and (c) earned total annual salary and
bonus compensation in 1999 in excess of $100,000 (two persons), and
(iii) up to two persons who would be included under clause (ii) above
had they served as an executive officer at December 31, 1999 (no
persons).
SUMMARY COMPENSATION TABLE
<TABLE>
Annual Compensation(1) Long-Term
Compensation(4)
Other Shares
Annual Underlying All Other
Name and Capcity Fiscal Salary Bonus Compensation Options/ Compensation
in Which Served Year ($)(2) ($) ($)(3) SARs (#) ($)(5)
<S> <C> <C> <C> <S> <C> <C>
Craig H. Neilsen 1999 $375,000 $375,000 - 0 $3,754
Chairman of the Board 1998 $375,000 $375,000 - 0 $3,751
Chief Executive Officer 1997 $375,000 $375,000 - 0 $1,976
Thomas M. Steinbauer 1999 $245,000 $75,000 - 0 $5,067
Senoir Vice President of 1998 $240,000 $75,000 - 132,000 $4,808
Finance and Treasurer 1997 $225,000 $75,000 - 0 $1,976
Gordon R. Kanofsky 1999 $79,635 $131,500 - 100,000 $0
Senior Vice President of
Legal Affairs (6)
</TABLE>
(1)Amounts shown include cash compensation earned for the periods
reported whether paid or accrued in such periods.
(2)As of April 28, 2000, the current annual salary levels for the
Named Executive Officers were: Mr. Neilsen - $375,000; Mr.
Steinbauer - $252,500; and Mr. Kanofsky - $252,500. In addition,
as of April 28, 2000, the annual salary of Poston S. Tanaka, the
Company's Senior Vice President of Development, was $200,000.
(3)During 1999, 1998 and 1997, 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 case of Mr. Steinbauer, the number of shares underlying
options/SARs granted in 1998 reflects the December 1998 repricing
of outstanding options exercisable for 100,000 shares and the
December 1998 grant of options exercisable for 32,000 shares. The
Named Executive Officers did not receive any restricted stock
awards or long-term incentive plan payouts in 1999, 1998 or 1997.
(5)These amounts represent matching contributions under the Company's
401(k) plan.
(6)Mr. Kanofsky became the Company's Senior Vice President of Legal
Affairs on September 1, 1999, at which time he received a "sign-on
bonus" of $100,000.
<PAGE>
Option Grants
The following table sets forth information with respect to grants
of stock options to the Named Executive Officers during fiscal 1999.
No stock appreciation rights were granted by the Company in fiscal
1999.
OPTIONS/SAR GRANTS IN FISCAL 1999
<TABLE>
% of
Number of Total
Securities Options/
Under- SRAs
lying Granted to Potential Realizable Values at
Options/ Employees Exercise Assumed Annual Rates of Stock
SARs in Fiscal Price Expiration Appreciation for Option Term
Name Granted(#) Year ($/Share) Date 0% 5% 10%
<S> <C> <C> <C> <C> <C> <C> <C>
Gordon R. Kanofsky 100,000(1) 17.3% $3.31 08/03/2009 $0 $208,470 $529,420
</TABLE>
(1)These options were granted under the Company's 1999 Stock
Incentive Plan. The grants were made on August 3, 1999. These
options vest at a rate of 20% per year on each anniversary of the
date of grant. The per share exercise price is equal to the per
share fair market value of the Common Stock on the date of grant.
Option Exercises and Holdings
The following table sets forth with respect to the Named
Executive Officers information concerning the exercise of stock
options during 1999 and unexercised options held as of the end of the
year. The Company has never granted stock appreciation rights.
AGGREGATED OPTION/SAR EXERCISES
AND 1999 YEAR-END OPTION/SAR VALUES
<TABLE>
Number
of Unexercised Value of Unexercised
Shares Value Options/SARs at In-the-Money options/SARs
Acquired Realized at fiscal Year End($)(1) at Fiscal Year End($)(1)
Name on Exercise(#) ($) Unexercisable Exercisable Unexercisable Exercisable
<S> <C> <C> <C> <C> <C> <C>
Craig H. Neilsen 0 $0 0 0 - -
Thomas M. Steinbauer 0 $0 30,600 101,400 $35,800 $118,640
Gordon R. Kanofsky 0 $0 100,000 0 $50,000 -
</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, 1999 ($3.81).
<PAGE>
Employment Agreements
The Company and Mr. Steinbauer entered into a three-year
employment agreement commencing November 15, 1993, which is 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. The employment 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 agreement provides that
in the event that Mr. Steinbauer's employment is terminated by the
Company without "cause" (as defined in the agreement), or by Mr.
Steinbauer as a result of a reduction in his duties or compensation,
he would be entitled to a severance payment in an amount equal to six
months' base salary.
The Company and Mr. Kanofsky entered into a one-year employment
agreement with a term commencing September 1, 1999, which is subject
to automatic renewal for a one-year period at the end of each term
unless terminated by either party 30 days prior to the expiration of
the then-present term. The employment 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 that target the Las Vegas "locals" market. The agreement
provides that in the event that Mr. Kanofsky's employment is
terminated by the Company without "cause" (as defined in the
agreement), or by Mr. Kanofsky generally as a result of a reduction in
his duties or compensation following a "change in control" (as defined
in the agreement), he would be entitled to a severance payment in an
amount equal to his annual base salary.
The Company and Mr. Tanaka have agreed that Mr. Tanaka's
employment will be for an initial term of approximately one year,
commencing March 3, 2000, subject to automatic renewal for a one-year
period at the end of each term unless terminated by either party 30
days prior to the expiration of the then-present term. The Company
has agreed that, in the event that Mr. Tanaka's employment is
terminated by the Company without "cause" (as defined in the
agreement), or by Mr. Tanaka generally as a result of certain changes
following a "change in control" (as defined in the agreement) or a
change in his obligation to report directly to Mr. Neilsen, he would
be entitled to a severance payment in an amount equal to six months'
base salary. Mr. Tanaka has agreed that, for a period of one year
after termination of his employment, he will not directly or
indirectly engage in any casino business in the Las Vegas area. The
Company and Mr. Tanaka are currently in the process of finalizing an
employment agreement that incorporates these terms.
The Company has not entered into employment or similar agreements
with Mr. Neilsen.
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
as of the last trading day of each year from 1994 through 1999.
[PERFORMANCE GRAPH APPEARS HERE; DATA POINTS USED IN PRINTED GRAPH ARE
PRESENTED BELOW]
<TABLE>
Value of $100.00 Investment
12/30/94 12/29/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
Ameristar Common Stock $100.00 $119.44 $144.44 $108.33 $50.00 $84.67
S&P 500 Index 100.00 134.11 161.29 211.30 267.65 318.87
Dow Jones Entertainment 100.00 132.64 144.67 127.27 87.07 131.58
and Leisure-Casinos Index
</TABLE>
(1) The graph assumes $100 invested in the Company's Common Stock,
the Standard & Poor's 500 Stock Index and the Dow Jones
Entertainment and Leisure-Casinos Index on December 30, 1994.
The comparison assumes that all dividends are reinvested.
(2) The Dow Jones Entertainment and Leisure-Casinos Index is a stock
price index of five gaming companies weighted on a market
capitalization basis.
<PAGE>
CERTAIN TRANSACTIONS
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. In 1999, CPI paid $16,775 to Neilsen &
Company for rent and expenses under this sublease in 1998 and 1999.
An additional $1,525 was accrued for rent and expenses under this
sublease in 1999 and was outstanding at December 31, 1999. Similar
rent and expenses is expected to be incurred in 2000. These offices
support CPI's casino-hotel operations in Jackpot, Nevada, at the Idaho
border due south of Twin Falls.
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 expired on
December 31, 1998, and are continuing on a month-to-month basis.
Neilsen & Company has proposed renewing these leases at an aggregate
monthly rental rate of $3,675 plus maintenance, supply and utility
costs, but the Company has not yet responded to this proposal. Any
rental increase is expected to be retroactive to January 1, 1999. 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 rates paid and proposed
to be paid by the Company is within the range of rates generally
charged for such properties in Sun Valley.
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, 1998 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 and
amounts due to the Company from Neilsen & Company for certain
telephone expenses paid by the Company on behalf of Neilsen & Company.
Among others, the services provided by Neilsen & Company to the
Company 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. In addition to the foregoing, Neilsen & Company has
provided services to the Company during 1999 and 2000 in connection
with the Company's license application for its potential casino
project in South St. Louis County. Neilsen & Company has not yet
invoiced the Company for these services. Other than this license
application, Neilsen & Company has provided only minimal services to
the Company since 1997.
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 1999, CPI paid $35,475
to Intermountain for package delivery services in 1998 and 1999. An
additional $10,110 was accrued for services provided in 1999 and was
outstanding at December 31, 1999. CPI charged Intermountain $28,491
in 1999 for contracted driver services and miscellaneous fuel and van
<PAGE>
maintenance expenses provided by CPI in 1998 and 1999, of which $7,422
remained outstanding at December 31, 1999. 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.
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 completed
transactions described above 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 Debbie Pierce, 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, 1999
(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, 1999
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 Debbie Pierce at the above address.
FUTURE STOCKHOLDER PROPOSALS
Any stockholder proposal intended to be presented at the 2001
Annual Meeting of Stockholders must be submitted sufficiently far in
advance so that it is received by ACI not later than January 16, 2001.
In the event that any stockholder proposal is presented at the 2001
Annual Meeting of Stockholders other than in accordance with the
procedures set forth in Rule 14a-8 of the Securities and Exchange
Commission, proxies solicited by the Board of Directors for such
meeting will confer upon the proxy holders discretionary authority to
vote on any matter so presented of which the Company does not have
notice prior to March 31, 2001.
OTHER MATTERS
The Company's independent public accountants for the fiscal year
ended December 31, 1999 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.
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
<PAGE>
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,
1999 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
/s/ Craig H. Neilsen
Craig H. Neilsen
President and
Chief Executive Officer
Las Vegas, Nevada
May 17, 2000
REVOCABLE PROXY
AMERISTAR CASINOS, INC.
ANNUAL MEETING OF STOCKHOLDERS - JUNE 16, 2000
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 Friday, June 16, 2000, 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 B Directors: Thomas M. Steinbauer Paul I. Corddry
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.
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: , 2000
(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: