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): July 29, 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.
Glenn C. Christenson, Executive Vice President and Chief Financial Officer,
Scott M Nielson, Executive Vice President and Chief Development Officer, William
W. Warner, Executive Vice President and Chief Operating Officer, and Richard J.
Haskins, Executive Vice President and General Counsel, have entered into Rule
10b5-1 trading plans (the "Plans") to sell up to 44,023, 78,523, 55,000 and
18,000 shares, respectively, of the Company's common stock upon the exercise of
certain options and/or sales of restricted shares.
Portions of the shares may be sold any time the stock achieves certain
prearranged minimum prices and may take place beginning on August 1, 2005 and
ending December 31, 2005 for Mr. Christenson, beginning on August 1, 2005 and
ending January 31, 2006 for Mr. Nielson, beginning August 1, 2005 and ending
March 31, 2006 for Mr. Warner, and beginning August 1, 2005 and ending January
31, 2006 for Mr. Haskins, 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.
The 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, non-public information.
Subsequent receipt by the insider of material, non-public 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: July 29, 2005 By: Glenn C. Christenson
---------------------------------------
Glenn C. Christenson
Executive Vice President, Chief
Financial Officer, Chief Administrative
Officer and Treasurer
3