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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 20, 2000
AMERISTAR CASINOS, INC.
(Exact name of registrant as specified in its charter)
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Nevada 0-22494 88-0304799
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification
incorporation or organization) Number)
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3773 Howard Hughes Parkway, Suite 490 South
Las Vegas, Nevada 89109
(Address of principal executive offices) (Zip Code)
(702) 567-7000
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On November 20, 2000, the Registrant issued a press release (the "Press
Release") announcing it had commenced a tender offer and consent solicitation
(the "Repurchase Offer") for all of its 10-1/2% Senior Subordinated Notes due
2004 Series B (the "Notes"). The Repurchase Offer will expire at Midnight, New
York City time, on Monday, December 18, 2000, unless extended. The Registrant is
seeking consents from the registered holders of the Notes to certain proposed
amendments to the indenture relating to the Notes. The consent solicitation will
expire at Midnight, New York City time on Monday, December 4, 2000, unless
extended. The Press Release is filed herewith as an exhibit to this Report and
is incorporated herein by this reference.
The Registrant's obligation to consummate the Repurchase Offer is
conditioned upon the satisfaction of a number of conditions, including, among
others, receipt of consents to the proposed amendments by holders of a majority
in aggregate principal amount of the Notes, the valid tender of a majority of
the aggregate principal amount of Notes outstanding as of the expiration of the
Repurchase Offer (the "Consent Condition"), the consummation of the pending
purchase by affiliates of the Registrant of substantially all of the assets of
Station Casino Kansas City and Station Casino St. Charles from subsidiaries of
Station Casinos, Inc. (the "Acquisition Transaction"), and the receipt by the
Registrant of adequate debt financing on terms acceptable to the Registrant. The
Registrant's obligation to pay consent fees is conditioned upon the satisfaction
of a number of conditions, including, among others, the Consent Condition and
the Registrant's acceptance of Notes for purchase pursuant to the Repurchase
Offer.
The consummation of the Acquisition Transaction is conditioned upon
receipt of certain regulatory approvals and other customary closing conditions.
It is expected that if such approvals are received and such other closing
conditions are satisfied, the Acquisition Transaction will close by the end of
December 2000.
It is estimated that approximately $774.5 million will be required (i)
to pay the fees due to tendering and consenting holders of the Notes and to pay
the other costs of the Repurchase Offer and the consent solicitation, (ii) to
consummate the Acquisition Transaction, (iii) to refinance the Registrant's
existing credit facility and certain other existing indebtedness of the
Registrant, and (iv) to pay related fees and expenses. These funds are expected
to come from borrowings by the Registrant under new credit facilities consisting
of a revolving credit facility, a construction facility, and three term loan
facilities (collectively, the "New Credit Facilities") and borrowings by the
Registrant under a senior subordinated credit facility (the "Senior Subordinated
Credit Facility"). The Registrant has received commitments, subject to customary
closing conditions, from affiliates of the dealer manager for the Repurchase
Offer (the "Dealer Manager") to provide the New Credit Facilities and the Senior
Subordinated Credit Facility. Affiliates of the Dealer Manager will act as the
administrative agent and a lender under the New Credit Facilities and as the
agent and a lender under the Senior Subordinated Credit Facility. The Registrant
intends to refinance the Senior Subordinated Credit Facility with the proceeds
from an issuance of senior subordinated securities with terms based on then
prevailing market conditions. The Dealer Manager or an affiliate of the Dealer
Manager has been engaged by the Company to act as initial purchaser with respect
to the possible issuance by the Registrant of such securities. This Report does
not constitute an offer to sell such securities, and we are not soliciting an
offer to buy such securities.
Filed herewith as an exhibit to this Report and incorporated herein by
reference is a table (the "Capitalization Table") containing certain financial
information pertaining to the historical
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capitalization of the Registrant as of September 30, 2000 and the unaudited pro
forma capitalization of the Registrant as of such date, after giving effect to
and as if the following transactions had occurred on September 30, 2000: (i) the
Repurchase Offer, (ii) the Repurchase Offer, the New Credit Facilities, the
Senior Subordinated Credit Facility and the Acquisition Transaction, and (3)
the Repurchase Offer, the New Credit Facilities, the Senior Subordinated Credit
Facility, the Acquisition Transaction and the pending sale by an affiliate of
the Registrant of The Reserve Hotel Casino to a subsidiary of Station Casinos,
Inc. (the "Reserve Sale"). The consummation of the Reserve Sale is conditioned
upon receipt of certain regulatory approvals and other customary closing
conditions. It is expected that if such approvals are received and such other
closing conditions are satisfied, the Reserve Sale will close by the end of
January 2001.
This Report 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 the Registrant or its management
"believes," "anticipates," "intends," "expects," "plans," or words of similar
meaning. Similarly, statements that describe the Registrant's 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 the Registrant, including but not limited to,
uncertainties 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 Report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) - (b) Not applicable.
(c) Exhibits.
20.1 November 20, 2000 press release of the Registrant.
20.2 Capitalization Table.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
undersigned registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
AMERISTAR CASINOS, INC.
November 20, 2000 By: /s/ Gordon R. Kanofsky
(Date) ------------------------
Gordon R. Kanofsky
Senior Vice President of Legal Affairs
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Exhibit Number Description of Exhibit Method of Filing
20.1 Press Release of Ameristar Filed electronically herewith
Casinos, Inc. dated November
20, 2000
20.2 Capitalization Table Filed electronically herewith
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