SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 16, 2005
STATION CASINOS, INC
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 000-21640 88-0136443
--------------------------------------------------------------------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
2411 West Sahara Avenue, Las Vegas, Nevada 89102
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 367-2411
----------------------------
N/A
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
ITEM 8.01. OTHER EVENTS.
Scott M Nielson, Executive Vice President and Chief Development Officer,
has entered into a Rule 10b5-1 trading plan to sell up to 100,100 shares of the
Company's common stock upon the exercise of certain options. Portions of the
shares may be sold any time the stock achieves certain prearranged minimum
prices and may take place beginning on February 17, 2005 and ending on August
15, 2005, unless sooner terminated. Mr. Nielson will have no control over the
timing of any sales under the plan and there can be no assurance that the shares
covered by the plan actually will be sold. Mr. Nielson entered into the plan in
order to diversify his financial holdings, although he will continue to have a
significant ownership interest in the Company.
The trading plan is 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.
2
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: February 16, 2005 By: /s/ Glenn C. Christenson
-------------------------------------
Glenn C. Christenson
Executive Vice President, Chief
Financial Officer, Chief
Administrative Officer and Treasurer
3