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): August 1, 2005
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, Chairman and Chief Executive Officer, and Lorenzo J.
Fertitta, Vice Chairman and President, have entered into Rule 10b5-1 trading
plans (the "Plans") to sell up to 609,500 and 345,000 shares, respectively, of
the Company's common stock upon the exercise of certain options and/or sales of
shares.
Portions of the shares may be sold any time the stock achieves certain
prearranged minimum prices and may take place beginning on August 3, 2005 and
ending January 31, 2006 for both Plan participants, 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.
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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: August 1, 2005 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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