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):  November 6, 2003

 

STATION CASINOS, INC

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Nevada

 

000-21640

 

88-0136443

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
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 5.                                                     OTHER EVENTS.

 

Frank J. Fertitta III, Chief Executive Officer, Lorenzo J. Fertitta, President and Scott M Nielson, Executive Vice President and Chief Legal Officer (the “Executive Officers”) of the Company, have entered into Rule 10b5-1 trading plans to sell up to 951,000, 134,100 and 100,000 shares, respectively, 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 November 7, 2003 and ending on April 30, 2004 for Frank J. Fertitta III, and beginning on November 7, 2003 and ending on January 30, 2004 for Lorenzo J. Fertitta and Scott M. Nielson, unless sooner terminated.  The Executive Officers 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 Executive Officers 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 trading 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.  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.

 

 

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.  By:

 

 

 

 

 

 

Date: November 6, 2003

By:

/s/ GLENN C. CHRISTENSON

 

 

 

Glenn C. Christenson

 

 

Executive Vice President,
Chief  Financial Officer,
Chief Administrative Officer and Treasurer

 

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