Schedule 13D Amendment No. 7

0001193125-11-126141.txt : 20110504 0001193125-11-126141.hdr.sgml : 20110504 20110504162814 ACCESSION NUMBER: 0001193125-11-126141 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20110504 DATE AS OF CHANGE: 20110504 GROUP MEMBERS: GORDON R. KANOFSKY GROUP MEMBERS: RAY H. NEILSEN FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEILSEN ESTATE OF CRAIG H CENTRAL INDEX KEY: 0001382069 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O AMERISTAR CASINOS, INC. STREET 2: 3773 HOWARD HUGHES PARKWAY, SUITE 490S CITY: LAS VEGAS STATE: NV ZIP: 89169 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERISTAR CASINOS INC CENTRAL INDEX KEY: 0000912145 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880304799 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-62339 FILM NUMBER: 11810710 BUSINESS ADDRESS: STREET 1: 3773 HOWARD HUGHES PKWY STREET 2: SUITE 490 SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89169 BUSINESS PHONE: 7025677000 MAIL ADDRESS: STREET 1: 3773 HOWARD HUGHES PKWY STREET 2: SUITE 490 SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89169 SC 13D/A 1 dsc13da.htm SCHEDULE 13D AMENDMENT NO. 7 Schedule 13D Amendment No. 7

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(a)

UNDER THE SECURITIES AND EXCHANGE ACT OF 1934

(Amendment No. 7) ^(†)

AMERISTAR CASINOS, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

03070Q 10 1

(CUSIP Number)

PETER C. WALSH

3773 HOWARD HUGHES PARKWAY, SUITE 490S

LAS VEGAS, NEVADA 89169

(702) 567-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 4, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box. ¨

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^†

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP NO. 03070Q101		SCHEDULE 13D/A		PAGE 2 OF 8 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Estate of Craig H. Neilsen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (1)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 4,808,400
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER 4,808,400
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,808,400
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.9%
14	TYPE OF REPORTING PERSON* OO – (2)

(1)	The securities beneficially owned by the Estate of Craig H. Neilsen (the “Estate”) were acquired as a result of the death of Craig H. Neilsen on November 19, 2006. The securities were acquired by the Estate by operation of law upon Craig H. Neilsen’s death. Therefore, this item is not applicable.

(2)	The Reporting Person is an estate to which the securities reported herein passed upon the death of Craig H. Neilsen.


CUSIP NO. 03070Q101		SCHEDULE 13D/A		PAGE 3 OF 8 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ray H. Neilsen
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 204,169 (4)
		8	SHARED VOTING POWER 4,808,400 (5)
		9	SOLE DISPOSITIVE POWER 204,169 (4)
		10	SHARED DISPOSITIVE POWER 4,808,400 (5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,012,569
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.5%
14	TYPE OF REPORTING PERSON* IN

(3)

Ray H. Neilsen is a co-personal representative and co-executor of the Estate. The securities beneficially owned by the Estate were acquired as a result of the death of Craig H. Neilsen. The securities were acquired by the Estate by operation of law upon Craig H. Neilsen’s death. Therefore, this item is not applicable.

(4)	Includes 130,963 shares subject to options exercisable within 60 days. These options have been granted pursuant to standard Company option plans.

(5)	Includes 4,808,400 shares held by the Estate.


CUSIP NO. 03070Q101		SCHEDULE 13D/A		PAGE 4 OF 8 PAGES


1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Gordon R. Kanofsky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO (6)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 60,500 (7)
		8	SHARED VOTING POWER 5,265,084 (8)
		9	SOLE DISPOSITIVE POWER 60,500 (7)
		10	SHARED DISPOSITIVE POWER 5,265,084 (8)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,325,584
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.3%
14	TYPE OF REPORTING PERSON* IN

(6)

Gordon R. Kanofsky is a co-personal representative and co-executor of the Estate. The securities beneficially owned by the Estate were acquired as a result of the death of Craig H. Neilsen. The securities were acquired by the Estate by operation of law upon Craig H. Neilsen’s death. Therefore, this item is not applicable.

(7)	Consists of 60,500 shares that may become distributable to Mr. Kanofsky within 60 days under certain circumstances with respect of vested restricted stock units. These restricted stock units have been granted pursuant to standard Company compensation plans.

(8)

Includes 4,808,400 shares held by the Estate. Also includes 64,381 shares held by the Kanofsky Family Trust Dated January 27, 1998 (the “Kanofsky Trust”), of which Mr. Kanofsky and his spouse are co-trustees, and 391,303 shares subject to options which are exercisable within 60 days, which options are also held by the Kanofsky Trust. These options have been granted pursuant to standard Company option plans. Also includes 1,000 shares held by the Kanofsky Family Trust Dated June 8, 1989, as amended, of which Mr. Kanofsky and his brother are co-trustees.


CUSIP NO. 03070Q101		SCHEDULE 13D/A		PAGE 5 OF 8 PAGES

This Amendment No. 7 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on December 15, 2006, as amended by Amendment No. 1 thereto, filed with the SEC on October 22, 2007, Amendment No. 2 thereto, filed with the SEC on June 2, 2008, Amendment No. 3 thereto, filed with the SEC on March 1, 2011, amendment No. 4 thereto, filed with the SEC on March 28, 2011, Amendment No. 5 thereto, filed with the SEC on April 20, 2011, and Amendment No. 6 thereto, filed with the SEC on April 22, 2011 (together, the “Schedule 13D”), by the Estate of Craig H. Neilsen (the “Estate”), Ray H. Neilsen and Gordon R. Kanofsky, with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Ameristar Casinos, Inc., a Nevada corporation (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Schedule 13D.

ITEM 2.

IDENTITY AND BACKGROUND.

Item 2(c) of the Schedule 13D is hereby amended to include the following information:

On April 25, 2011, Ray H. Neilsen resigned his employment as Chairman of the Board and as a member of the Board of Directors of the Company, and as an officer and director or manager of each of the Company’s subsidiaries, effective as of the close of business on May 5, 2011.

ITEM 4.

PURPOSE OF TRANSACTION.

Item 4 of the Schedule 13D is hereby amended to include the following information:

On May 4, 2011, the Co-Representatives, on behalf of the Estate, pursuant to the registration rights of the Estate set forth in Annex A to the Stock Purchase Agreement, requested (the “Demand Registration Request”) that the Company file a registration statement under the Securities Act of 1933 covering all 4,808,400 shares of Common Stock held by the Estate (the “Covered Shares”). At any time and from time to time following the effectiveness of such registration statement, the Estate, the Estate’s beneficiaries or their respective successors in interest or designated transferees may distribute all or a portion of the Covered Shares in one or more or any combination of the following transactions:

•

on the NASDAQ, in the over-the-counter market or on any other national securities exchange on which the Covered Shares are listed or traded;

•

in privately negotiated transactions;

•

in underwritten transactions;

•

in a block trade in which a broker-dealer will attempt to sell the offered Covered Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

through purchases by a broker-dealer as principal and resale by the broker-dealer for its account pursuant to this prospectus; and

•

through any other method permitted by applicable law.

The foregoing summary of the Demand Registration Request is qualified by reference to the actual text of the Demand Registration Request, which is attached as Exhibit 4 hereto and is hereby incorporated by reference in its entirety in response to this Item 4.


CUSIP NO. 03070Q101		SCHEDULE 13D/A		PAGE 6 OF 8 PAGES

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of this Schedule 13D is hereby amended to include the following information:

The information set forth in Item 4 above is hereby incorporated by reference in response to this Item 6.

ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS.

Item 7 of this Schedule 13D is hereby amended to include the following information:


Exhibit No.		Description of Exhibit

4		Demand Registration Request, dated May 4, 2011, from the Estate of Craig H. Neilsen to Ameristar Casinos, Inc. (filed herewith).


CUSIP NO. 03070Q101		SCHEDULE 13D/A		PAGE 7 OF 8 PAGES

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 4, 2011


ESTATE OF CRAIG H. NEILSEN

By: /s/ RAY H. NEILSEN
Name:		Ray H. Neilsen
Title:		Co-Personal Representative

By: /s/ GORDON R. KANOFSKY
Name:		Gordon R. Kanofsky
Title:		Co-Personal Representative

/s/ RAY H. NEILSEN
RAY H. NEILSEN

/s/ GORDON R. KANOFSKY
GORDON R. KANOFSKY


CUSIP NO. 03070Q101		SCHEDULE 13D/A		PAGE 8 OF 8 PAGES

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

1		Joint Filing Agreement, dated as of December 15, 2006, by and among the Estate of Craig H. Neilsen, Ray H. Neilsen and Gordon R. Kanofsky (incorporated by reference to Exhibit 1 to the Schedule 13D filed by the Estate of Craig H. Neilsen, Ray H. Neilsen and Gordon R. Kanofsky with the SEC on December 15, 2006).

2		Letter Agreement, dated February 27, 2011, by and between the Estate of Craig H. Neilsen and Ameristar Casinos, Inc. (incorporated by reference to Exhibit 2 to Amendment No. 3 to Schedule 13D filed by the Estate of Craig H. Neilsen, Ray H. Neilsen and Gordon R. Kanofsky with the SEC on March 1, 2011).

3		Stock Purchase Agreement, dated March 25, 2011, by and between the Estate of Craig H. Neilsen and Ameristar Casinos, Inc. (incorporated by reference to Exhibits 10.1 and 10.2 to the Current Report on Form 8-K filed by Ameristar Casinos, Inc. with the SEC on March 28, 2011).

4		Demand Registration Request, dated May 4, 2011, from the Estate of Craig H. Neilsen to Ameristar Casinos, Inc. (filed herewith).

EX-4 2 dex4.htm DEMAND REGISTRATION REQUEST Demand Registration Request

Exhibit 4

DEMAND REGISTRATION REQUEST

May 4, 2011

Ameristar Casinos, Inc.

3773 Howard Hughes Parkway

Suite 4905

Las Vegas, NV 89169

Gentlemen:

Reference is made to Annex A (the “Registration Rights Agreement”) to Stock Purchase Agreement, dated as of March 25, 2011, by and between Ameristar Casinos, Inc., a Nevada corporation (the “Company”), and the Estate of Craig H. Neilsen (the “Estate”). Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Registration Rights Agreement.

Pursuant to Section 4.2.2(a)(i) of the Registration Rights Agreement, the Estate hereby requests the Company file a registration statement under the Securities Act covering 4,808,400 Registrable Securities (the “Covered Shares”). The intended method of distribution of the Covered Shares is one or more or any combination of the following transactions:

•