SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): October 21, 2004
STATION CASINOS, INC
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(Exact name of registrant as specified in its charter)
Nevada 000-21640 88-0136443
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2411 West Sahara Avenue, Las Vegas, Nevada 89102
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 367-2411
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N/A
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(Former name or former address, if changed since last report)
ITEM 8.01. OTHER EVENTS.
Frank J. Fertitta III, Chief Executive Officer, Lorenzo J. Fertitta,
President, Scott M Nielson, Executive Vice President and Chief Development
Officer, Stephen L. Cavallaro, Executive Vice President and Richard J. Haskins,
Executive Vice President and General Counsel, have entered into Rule 10b5-1
trading plans (the "Plans") to sell up to 806,184, 753,500, 100,000, 35,000, and
35,000 shares, respectively, of the Company's common stock upon the exercise of
certain options or sales of restricted shares. Included in Lorenzo J. Fertitta's
Plan are 459,250 shares that were carried over from a prior Plan which has been
terminated. Portions of the shares may be sold any time the stock achieves
certain prearranged minimum prices and may take place beginning on October 22,
2004 and ending on June 30, 2005 for Frank J. Fertitta III, beginning on October
25, 2004 and ending on June 30, 2005 for Lorenzo J. Fertitta, beginning on
October 22, 2004 and ending on April 21, 2005 for Scott M Nielson and Richard J.
Haskins, and beginning on October 22, 2004 and ending on December 30, 2004 for
Stephen L. Cavallaro, unless sooner terminated. The Plan participants will have
no control over the timing of any sales under the respective plans and there can
be no assurance that the shares covered by the Plans actually will be sold. The
Plan participants entered into the Plans in order to diversify their financial
holdings, although they will continue to have a significant ownership interest
in the Company.
These Plans are intended to comply with Rule 10b5-1 of the Securities
Exchange Act of 1934, as amended, and the Company's insider trading policy. Rule
10b5-1 allows corporate insiders to establish prearranged written plans to buy
or sell a specified number of shares of a company stock over a set period of
time. The specified number of shares sold may be determined pursuant to a
formula or may be at the discretion of a third party, so long as such person is
not aware of material non-public information. A plan must be entered into in
good faith at a time when the insider is not in possession of material,
nonpublic information. Subsequent receipt by the insider of material, nonpublic
information will not prevent transactions under the plans from being executed.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Station Casinos, Inc.
Date: October 21, 2004 By: /s/ Glenn C. Christenson
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Glenn C. Christenson
Executive Vice President, Chief
Financial Officer, Chief Administrative
Officer and Treasurer
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