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(1)
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Names of reporting persons
PAR Investment Partners, L.P.
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
State of Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
2,615,840 Common stock, par value $.01
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(6)
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Shared voting power
None
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(7)
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Sole dispositive power
2,615,840 Common stock, par value $.01
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(8)
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Shared dispositive power
None
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(9)
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Aggregate amount beneficially
owned by each reporting person
2,615,840 Common stock, par value
$.01
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by
amount in Row (9)
7.97% Common stock, par value $.01
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(12)
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Type of reporting person (see
instructions)
PN
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(1)
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Names of reporting persons
PAR Group, L.P.
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
State of Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
2,615,840 Common stock, par value $.01
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(6)
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Shared voting power
None
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(7)
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Sole dispositive power
2,615,840 Common stock, par value $.01
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(8)
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Shared dispositive power
None
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(9)
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Aggregate amount beneficially
owned by each reporting person
2,615,840 Common stock, par value
$.01
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by
amount in Row (9)
7.97% Common stock, par value $.01
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(12)
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Type of reporting person (see
instructions)
PN
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(1)
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Names of reporting persons
PAR Capital Management, Inc.
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(2)
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Check the appropriate box if a
member of a group (see instructions)
(a)
x
(b)
¨
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(3)
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SEC use only
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(4)
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Citizenship or place of
organization
State of Delaware
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Number of
shares
beneficially
owned by
each
reporting
person
with:
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(5)
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Sole voting power
2,615,840 Common stock, par value $.01
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(6)
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Shared voting power
None
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(7)
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Sole dispositive power
2,615,840 Common stock, par value $.01
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(8)
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Shared dispositive power
None
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(9)
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Aggregate amount beneficially
owned by each reporting person
2,615,840 Common stock, par value
$.01
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(10)
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Check if the aggregate amount in
Row (9) excludes certain shares (see instructions)
¨
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(11)
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Percent of class represented by
amount in Row (9)
7.97% Common stock, par value $.01
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(12)
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Type of reporting person (see
instructions)
CO
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Item 1(a) Name of issuer:
Ameristar Casinos, Inc.
Item 1(b) Address of issuers principal executive offices:
3773 Howard Hughes Parkway
Suite
490 South
Las Vegas, NV 89169
2(a)
Name of person filing:
PAR Investment Partners, L.P.
PAR Group, L.P.
PAR Management, Inc.
2(b) Address or principal business office or, if none, residence:
PAR Capital Management, Inc.
One International Place, Suite 2041
Boston, MA 02110
2(c) Citizenship:
State of Delaware
2(d) Title of class of
securities:
Common stock, par value $.01
2(e) CUSIP No.:
03070Q101
Item 3.
If this statement is filed pursuant to §§240.13d1(b) or 240.13d2(b) or (c), check whether the person filing is a:
(a)
¨
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
¨
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
¨
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
¨
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C
80a8);
(e)
x
An investment adviser in accordance with
§240.13d1(b)(1)(ii)(E);
(f)
¨
An employee benefit plan or endowment fund in
accordance with §240.13d1(b)(1)(ii)(F);
(g)
¨
A parent holding company or control
person in accordance with §240.13d1(b)(1)(ii)(G);
(h)
¨
A savings associations as
defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
¨
A church
plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a3);
(j)
¨
A non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J);
(k)
¨
Group, in accordance with §240.13d1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d1(b)(1)(ii)(J),
please specify the type of institution:
Item 4.
Ownership
(a)
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Amount beneficially owned:
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2,615,840 common
stock, par value $.01
7.97% common stock, par
value $.01
(i)
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Sole power to vote or to direct the vote:
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2,615,840 common stock, par value $.01
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the
disposition of :
2,615,840 common stock, par value $.01
Item 5.
Ownership of 5 Percent or Less of a Class.:
Not applicable
Item 6.
Ownership of More than 5 Percent on Behalf of Another Person:
Not applicable
Item 7.
Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
Not applicable
Item 8. Identification and Classification of Members of the Group
Not applicable
Item 9.
Notice of Dissolution of Group:
Not applicable
Item 10. Certification:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
Date: February 14, 2013
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PAR INVESTMENT PARTNERS, L.P.
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By:
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PAR Group, L.P.
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its general partner
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By:
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PAR Capital Management, Inc.
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its general partner
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By:
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/s/ Steven M. Smith
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Steven M. Smith, Chief Operating Officer
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PAR GROUP, L.P.
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By:
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PAR Capital Management, Inc.
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its general partner
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By:
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/s/ Steven M. Smith
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Steven M. Smith, Chief Operating Officer
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PAR CAPITAL MANAGEMENT, L.P.
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By:
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/s/ Steven M. Smith
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Steven M. Smith, Chief Operating Officer
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JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including
amendments thereto) with respect to the COMMON STOCK, PAR VALUE $.01 of Ameristar Casinos, Inc. and further agree that this Agreement be included as an exhibit to such filing. Each party to the agreement expressly authorized each other party to file
on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 14
th
day of February, 2013.
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PAR INVESTMENT PARTNERS, L.P.
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By:
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PAR Group, L.P.
its general
partner
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By:
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PAR Capital Management, Inc.
its general partner
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By:
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/s/ Steven M. Smith
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Steven M. Smith, Chief Operating Officer
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PAR GROUP, L.P.
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By:
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PAR Capital Management, Inc.
its general partner
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By:
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/s/ Steven M. Smith
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Steven M. Smith, Chief Operating Officer
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PAR CAPITAL MANAGEMENT, L.P.
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By:
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/s/ Steven M. Smith
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Steven M. Smith, Chief Operating Officer
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