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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
AMERISTAR CASINOS, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
03070Q 10 1
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(CUSIP Number)
PETER C. WALSH
3773 HOWARD HUGHES PARKWAY, SUITE 490S
LAS VEGAS, NEVADA 89169
(702) 567-7000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 19, 2006
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(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 Sections 240.13d-1(e), 240.13d-1(f)
or 240.13d-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 Section
240.13d-7 for other parties to whom copies are to be sent.
(1) 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 ("Act") 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).
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CUSIP No. 03070Q101 13D Page 2 of 8 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Estate of Craig H. Neilsen
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
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(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO (1)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States
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Number of 7. Sole Voting Power
Shares 31,528,400
Beneficially ------------------------------------------------------
Owned by 8. Shared Voting Power
Each 0
Reporting ------------------------------------------------------
Person With 9. Sole Dispositive Power
31,528,400
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10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
31,528,400 (2)
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
N/A
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13. Percent of Class Represented by Amount in Row (11)
55.8%
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14. Type of Reporting Person (See Instructions)
OO (3)
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(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) Includes 420,000 shares subject to options which are currently
exercisable.
(3) The Reporting Person is an estate to which the securities reported
herein passed upon the death of Craig H. Neilsen.
CUSIP No. 03070Q101 13D Page 3 of 8 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Ray H. Neilsen
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
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(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO (4)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States
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Number of 7. Sole Voting Power
Shares 176,366(5)
Beneficially ------------------------------------------------------
Owned by 8. Shared Voting Power
Each 31,528,400(6)
Reporting ------------------------------------------------------
Person With 9. Sole Dispositive Power
176,366(5)
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10. Shared Dispositive Power
31,528,400(6)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
31,704,766
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
N/A
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13. Percent of Class Represented by Amount in Row (11)
56.5%
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14. Type of Reporting Person (See Instructions)
IN
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(4) Ray H. Neilsen was named as co-personal representative of the Estate of
Craig H. Neilsen (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.
(5) Includes 34,766 shares subject to options exercisable within 60 days.
(6) Includes 31,528,400 shares held by the Estate, including 420,000 shares
subject to options which are currently exercisable.
CUSIP No. 03070Q101 13D Page 4 of 8 Pages
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only)
Gordon R. Kanofsky
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
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(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO (7)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States
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Number of 7. Sole Voting Power
Shares 0
Beneficially ------------------------------------------------------
Owned by 8. Shared Voting Power
Each 31,662,876(8)
Reporting ------------------------------------------------------
Person With 9. Sole Dispositive Power
0
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10. Shared Dispositive Power
31,662,876(8)
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
31,662,876
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
N/A
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13. Percent of Class Represented by Amount in Row (11)
56.4%
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14. Type of Reporting Person (See Instructions)
IN
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(7) Gordon R. Kanofsky was named as co-personal representative of the Estate
of Craig H. Neilsen (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.
(8) Includes 31,528,400 shares held by the Estate, including 420,000 shares
subject to options which are currently exercisable. Also includes 12,000
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 122,476 shares subject to options which are exercisable within 60
days, which options are also held by the Kanofsky Trust.
CUSIP No. 03070Q101 13D Page 5 of 8 Pages
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ITEM 1. SECURITY AND ISSUER
This Statement relates to the common stock, par value $.01 per share
("Common Stock"), of Ameristar Casinos, Inc., a Nevada corporation (the
"Company"). The principal executive offices of the Company are located at 3773
Howard Hughes Parkway, Suite 490 South, Las Vegas, Nevada 89169
ITEM 2. IDENTITY AND BACKGROUND
(a) Name: Estate of Craig H. Neilsen (the "Estate"), Ray H.
Neilsen and Gordon R. Kanofsky
(b) Business Address: 3773 Howard Hughes Parkway, Suite 490S,
Las Vegas, Nevada 89169
(c) Prior to his death, Craig H. Neilsen served as the Chairman
of the Board, President and Chief Executive Officer of the
Company. Ray H. Neilsen serves as the Vice President of
Operations and Special Projects of the Company. Gordon R.
Kanofsky serves as the Executive Vice President of the
Company. Ray H. Neilsen and Gordon R. Kanofsky are each
Directors and Co-Chairmen of the Board of the Company.
(d),(e) During the last five years, none of Craig H. Neilsen, Ray
H. Neilsen or Gordon R. Kanofsky have (i) been convicted in
a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such a proceeding
was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship: United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Schedule 13D is being filed as a result of Craig H. Neilsen's
death. The securities were acquired by the Estate by operation of law upon the
death of Mr. Neilsen. Therefore, this item is not applicable.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the transaction to which this Schedule 13D relates are as
follows:
The securities were acquired by the Estate as a result of Craig H.
Neilsen's death.
(a) Mr. Neilsen's estate plan provides for 25,000,000 shares of
Common Stock to pass through his Estate to the Craig H.
Neilsen Revocable Trust (the "Trust") to The Craig H.
Neilsen Foundation (the "Foundation"), a private foundation
that is primarily focused on spinal cord injury research
and treatment. The successor co-trustees of each of the
Trust and the Foundation are Ray H. Neilsen and Mr.
Kanofsky. The estate plan also provides for 1,000,000
shares of the Common Stock to pass from the Estate to the
Trust to be held for the benefit of, or distribution to,
Ray H. Neilsen or certain members of his family, or in
certain circumstances, the Foundation. The estate plan
further provides for the balance of the shares in the
Estate to pass to the Trust for distribution to Ray H.
Neilsen.
(b)- (c) Not applicable.
(d) On November 19, 2006, Ray H. Neilsen and Gordon R. Kanofsky
were elected as Directors and Co-Chairmen of the Board of
the Company. In addition, John M. Boushy was elected as the
Chief Executive Officer and President of the Company, and
on December 14, 2006, Mr. Boushy was elected as a Director
of the Company. No other management or directorship changes
were made.
(e)-(j) Not applicable.
CUSIP No. 03070Q101 13D Page 6 of 8 Pages
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) The response of each of the Estate, Ray H. Neilsen
and Gordon R. Kanofsky with respect to rows 7, 8, 9, 10,
11, 12 and 13 are incorporated herein by reference.
(c) During the 60 days immediately preceding the date of this
Schedule 13D, neither the Estate nor Ray H. Neilsen have
effected any transactions in the Common Stock. On November
8, 2006, Gordon R. Kanofsky exercised employee stock
options to purchase 3,500 shares of Common Stock at an
exercise price of $2.36. These shares were immediately sold
on the open market for $25.00 per share. On November 13,
2006, Gordon R. Kanofsky exercised employee stock options
to purchase 24,500 shares of Common Stock an exercise price
of $2.36. These shares were immediately sold on the open
market at prices ranging from $24.90 to $24.98 per share.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Craig H. Neilsen's estate plan provides for 25,000,000 shares of Common
Stock to pass through his Estate to the Trust to the Foundation. The successor
co-trustees of each of the Trust and the Foundation are Ray H. Neilsen and
Gordon R. Kanofsky. The estate plan also provides for 1,000,000 shares of the
Common Stock to pass from the Estate to the Trust to be held for the benefit of,
or distribution to, Ray H. Neilsen or certain members of his family, or in
certain circumstances, the Foundation. The estate plan further provides for the
balance of the shares in the Estate to pass to the Trust for distribution to Ray
H. Neilsen.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement
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.
December 15, 2006
ESTATE OF CRAIG H. NEILSEN
By: /s/ RAY H. NEILSEN
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Name: Ray H. Neilsen
Title: Co-Personal Representative
By: /s/ GORDON R. KANOFSKY
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Name: Gordon R. Kanofsky
Title: Co-Personal Representative
/s/ RAY H. NEILSEN
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RAY H. NEILSEN
/s/ GORDON R. KANOFSKY
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GORDON R. KANOFSKY