-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, B3w+DdXEKtA3II+m13fleXAppX1ZzMzdsctWcPlV7+ZE1NbhV5XCkgE1zYpuFDm2 5e/82RCBbpNMnRbbdDjsfg== 0000898660-97-000007.txt : 19970625 0000898660-97-000007.hdr.sgml : 19970625 ACCESSION NUMBER: 0000898660-97-000007 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970624 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATION CASINOS INC CENTRAL INDEX KEY: 0000898660 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880136443 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12037 FILM NUMBER: 97628910 BUSINESS ADDRESS: STREET 1: 2411 W. SAHARA AVENUE CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 702-221-67 MAIL ADDRESS: STREET 1: P.O. BOX 295000 CITY: LAS VEGAS STATE: NV ZIP: 89126 11-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [X] For the fiscal year ended December 31, 1996. OR TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [ ] For the transition period from _______to _______. Commission file number: 000-21640 --------- A. Full title of the plan and the address of the plan, if different from that of the issuer named below: STATION CASINOS, INC. 401(k) PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: STATION CASINOS, INC. 2411 WEST SAHARA AVENUE LAS VEGAS, NV 89102 STATION CASINOS, INC. 401(k) PLAN INDEX TO FINANCIAL STATEMENTS ----------------------------- Page ---- Report of Independent Public Accountants 3 Statements of Net Assets Available for Plan Benefits as of December 31, 1996 and 1995 4-5 Statement of Changes in Net Assets Available for Plan Benefits for the Year Ended December 31, 1996 6 Notes to Financial Statements 7-11 Schedules: I. Schedule of Assets Held for Investment Purposes as of December 31, 1996 12 II. Schedule of Reportable Transactions for the Year Ended December 31, 1996 13 Exhibit Index 14 Signature 15 Exhibit 23.1 16 2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Station Casinos, Inc. 401(k) Plan Administrator: We have audited the accompanying statements of net assets available for plan benefits of the Station Casinos, Inc. 401(k) Plan (the "Plan") as of December 31, 1996 and 1995, and the related statement of changes in net assets available for plan benefits for the year ended December 31, 1996. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Plan as of December 31, 1996 and 1995, and the changes in net assets available for plan benefits for the year ended December 31, 1996, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1996 and reportable transactions for the year ended December 31, 1996 are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The fund information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Las Vegas, Nevada June 13, 1997 3 STATION CASINOS, INC. 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1996
STRATEGIC OPPORT- EQUITY CONSTEL- STABLE INCOME UNITY VALUE INVESTORS GROWTH LATION VALUE FUND FUND FUND FUND FUND FUND FUND ---------- ---------- ---------- --------- ---------- ---------- ---------- INVESTMENTS, at fair market value: Dreyfus Strategic Income Fund $ 813,895 $ - $ - $ - $ - $ - $ - Oppenheimer Quest Opportunity Value Fund - 856,713 - - - - - AIM Value Fund - - 623,839 - - - - Fundamental Investors Fund - - - 4,642,852 - - - Fidelity Advisor Equity Growth Fund - - - - 2,252,791 - - AIM Constellation Fund - - - - - 1,502,594 - Morley Capital Stable Value Fund - - - - - - 2,738,170 Money Market Fund - - - - - - - Station Casinos, Inc. Common Stock Fund - - - - - - - Loan Account - - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Investments 813,895 856,713 623,839 4,642,852 2,252,791 1,502,594 2,738,170 ---------- ---------- ---------- ---------- ---------- ---------- ---------- RECEIVABLES: Employee Contributions 12,981 40,275 14,809 47,122 37,454 23,099 20,383 Employer Contributions 1,662 5,155 1,849 5,779 4,486 2,743 2,607 ---------- ---------- ---------- ---------- ---------- ---------- ---------- 14,643 45,430 16,658 52,901 41,940 25,842 22,990 ---------- ---------- ---------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 828,538 $ 902,143 $ 640,497 $4,695,753 $2,294,731 $1,528,436 $2,761,160 ========== ========== ========== ========== ========== ========== ========== STN MONEY COMMON MARKET STOCK LOAN FUND FUND ACCOUNT TOTAL ------ ------- ------- ----- INVESTMENTS, at fair market value: Dreyfus Strategic Income Fund $ - $ - $ - $ 813,895 Oppenheimer Quest Opportunity Value Fund - - - 856,713 AIM Value Fund - - - 623,839 Fundamental Investors Fund - - - 4,642,852 Fidelity Advisor Equity Growth Fund - - - 2,252,791 AIM Constellation Fund - - - 1,502,594 Morley Capital Stable Value Fund - - - 2,738,170 Money Market Fund 173,882 - - 173,882 Station Casinos, Inc. Common Stock Fund - 583,906 - 583,906 Loan Account - - 795,167 795,167 ---------- ---------- ---------- ----------- Total Investments 173,882 583,906 795,167 14,983,809 ---------- ---------- ---------- ----------- RECEIVABLES: Employee Contributions 11,706 - - 207,829 Employer Contributions 1,469 - - 25,750 ---------- ---------- ---------- ----------- 13,175 - - 233,579 ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 187,057 $ 583,906 $ 795,167 $15,217,388 ========== ========== ========== ===========
The accompanying notes are an integral part of this statement. 4 STATION CASINOS, INC. 401(k) PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS AS OF DECEMBER 31, 1995
STN GROWTH STRATEGIC OPPORT- MONEY COMMON AND INCOME UNITY VALUE MARKET STOCK LOAN INCOME FUND FUND FUND FUND FUND ACCOUNT FUND ---------- ---------- ---------- --------- ---------- ---------- ---------- INVESTMENTS, at fair market value: Dreyfus Strategic Income Fund $ 461,618 $ - $ - $ - $ - $ - $ - Oppenheimer Quest Opportunity Value Fund - 217,160 - - - - - AIM Value Fund - - 172,701 - - - - Money Market Fund - - - 3,727 - - - Station Casinos, Inc. Common Stock Fund - - - - 538,734 - - Loan Account - - - - - 611,558 - Dreyfus Growth and Income Fund - - - - - - 3,965,482 Dreyfus Strategic Investing Fund - - - - - - - Dreyfus New Leaders Fund - - - - - - - LaSalle National Trust Capital Preservation Fund - - - - - - ---------- ---------- ---------- ---------- ---------- ---------- ---------- Total Investments 461,618 217,160 172,701 3,727 538,734 611,558 3,965,482 ---------- ---------- ---------- ---------- ---------- ---------- ---------- RECEIVABLES: Employee Contributions 9,131 8,897 9,824 - 8,750 - 21,277 Employer Contributions 1,060 971 1,007 - 1,000 - 2,417 ---------- ---------- ---------- ---------- ---------- ---------- ---------- 10,191 9,868 10,831 - 9,750 - 23,694 ---------- ---------- ---------- ---------- ---------- ---------- ---------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $ 471,809 $ 227,028 $ 183,532 $ 3,727 $ 548,484 $ 611,558 $3,989,176 ========== ========== ========== ========== ========== ========== ========== CAPTIAL STRATEGIC NEW PRESERV- INVESTING LEADERS ATION FUND FUND FUND TOTAL ------ ------- ------- ----- INVESTMENTS, at fair market value: Dreyfus Strategic Income Fund $ - $ - $ - $ 461,618 Oppenheimer Quest Opportunity Value Fund - - - 217,160 AIM Value Fund - - - 172,701 Money Market Fund - - - 3,727 Station Casinos, Inc. Common Stock Fund - - - 538,734 Loan Account - - - 611,558 Dreyfus Growth and Income Fund - - - 3,965,482 Dreyfus Strategic Investing Fund 1,726,666 - - 1,726,666 Dreyfus New Leaders Fund - 920,301 - 920,301 LaSalle National Trust Capital Preservation Fund - - 2,490,818 2,490,818 ---------- ---------- ---------- ----------- Total Investments 1,726,666 920,301 2,490,818 11,108,765 ---------- ---------- ---------- ----------- RECEIVABLES: Employee Contributions 10,344 12,862 21,157 102,242 Employer Contributions 1,163 1,340 2,591 11,549 ---------- ---------- ---------- ----------- 11,507 14,202 23,748 113,791 ---------- ---------- ---------- ----------- NET ASSETS AVAILABLE FOR PLAN BENEFITS $1,738,173 $ 934,503 $2,514,566 $11,222,556 ========== ========== ========== ===========
The accompanying notes are an integral part of this statement. 5 STATION CASINOS, INC. 401(k) PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1996
STRATEGIC OPPORT- EQUITY CONSTEL- INCOME UNITY VALUE INVESTORS GROWTH LATION FUND FUND FUND FUND FUND FUND ------ -------- -------- ------- --------- ------ CONTRIBUTIONS: Employee Contributions $352,648 $471,831 $390,007 $660,845 $442,179 $533,033 Employer Contributions 40,213 77,464 44,705 81,485 50,542 62,241 -------- -------- -------- -------- -------- -------- 392,861 549,295 434,712 742,330 492,721 595,274 -------- -------- -------- -------- -------- -------- INVESTMENT INCOME: Net Unrealized Appreciation (Depreciation) in Market Value of Investments (13,681) 71,503 30,456 173,729 106,968 58,504 Net Realized Appreciation (Depreciation) in Market Value of Investments 16,994 12,878 1,999 1,452 8,014 14,977 Interest and Dividend Income 43,820 23,176 28,780 382,965 71,413 49,749 ------- ------- ------- ------- ------- -------- 47,133 107,557 61,235 558,146 186,395 123,230 ------- ------- ------- ------- ------- -------- BENEFIT PAYMENTS (66,998) (66,761) (26,723) (470,445) (159,958) (198,869) OTHER ACTIVITY: Transfers to New Trustee - - - 4,140,795 1,792,223 936,848 Net Interfund Transfers (6,396) 93,929 825 (152,376) 39,882 74,730 Loan Activity (9,871) (8,905) (13,084) (122,697) (56,532) (2,777) --------- -------- -------- -------- -------- ------- NET INCREASE 356,729 675,115 456,965 4,695,753 2,294,731 1,528,436 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of Year 471,809 227,028 183,532 - - - ---------- -------- ---------- -------- -------- --------- End of Year $ 828,538 $902,143 $ 640,497 $4,695,753 $2,294,731 $1,528,436 ========== ======== ========== ======== ======== ========= STN GROWTH STABLE MONEY COMMON AND VALUE MARKET STOCK LOAN INCOME FUND FUND FUND ACCOUNT FUND ------ ------- ------ ------- ----- CONTRIBUTIONS: Employee Contributions $696,487 $ - $ 301,785 - $ - Employer Contributions 74,540 - 17,105 - - -------- ---------- --------- --------- ----------- 771,027 - 318,890 - - -------- ---------- --------- --------- ----------- INVESTMENT INCOME: Net Unrealized Appreciation (Depreciation) in Market Value of Investments 72,558 - (212,726) - (369,425) Net Realized Appreciation (Depreciation) in Market Value of Investments 5,392 - (9,223) - 516,134 Interest and Dividend Income 32,157 21,021 - 48,349 - -------- ---------- --------- --------- ----------- 110,107 21,021 (221,949) 48,349 146,709 -------- ---------- --------- --------- ----------- BENEFIT PAYMENTS (408,886) (1,227) (60,960) (95,141) - OTHER ACTIVITY: Transfers to New Trustee 2,532,130 - - - (4,140,795) Net Interfund Transfers (225,867) 141,209 30,005 - 2,352 Loan Activity (17,351) 22,327 (30,564) 230,401 2,558 -------- ---------- --------- --------- ----------- NET INCREASE 2,761,160 183,330 35,422 183,609 (3,989,176) NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of Year - 3,727 548,484 611,558 3,989,176 -------- ---------- -------- -------- ----------- End of Year $2,761,160 $ 187,057 $583,906 $795,167 $ - ======== ========== ======== ======== =========== CAPITAL STRATEGIC NEW PRESERV- INVESTING LEADERS ATION FUND FUND FUND TOTAL ------ ------- ------ ------- CONTRIBUTIONS: Employee Contributions $ - $ - $ - $3,848,815 Employer Contributions - - - 448,295 -------- ---------- --------- --------- - - - 4,297,110 -------- ---------- --------- --------- INVESTMENT INCOME: Net Unrealized Appreciation (Depreciation) in Market Value of Investments 119,881 (58,741) - (20,974) Net Realized Appreciation (Depreciation) in Market Value of Investments (66,887) 59,511 - 561,241 Interest and Dividend Income - - 12,044 713,474 -------- ---------- --------- --------- 52,994 770 12,044 1,253,741 -------- ---------- --------- --------- BENEFIT PAYMENTS - - (51) (1,556,019) OTHER ACTIVITY: Transfers to New Trustee (1,792,223) (936,848) (2,532,130) - Net Interfund Transfers - 386 1,321 - Loan Activity 1,056 1,189 4,250 - ---------- ---------- --------- --------- NET INCREASE (1,738,173) (934,503) (2,514,566) 3,994,832 NET ASSETS AVAILABLE FOR PLAN BENEFITS: Beginning of Year 1,738,173 934,503 2,514,566 11,222,556 ---------- ---------- ---------- ---------- End of Year $ - $ - $ - $15,217,388 ========== ========== ========== ===========
The accompanying notes are an integral part of this statement. 6 STATION CASINOS, INC. 401(k) PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN ----------------------- The following description of the Station Casinos, Inc. 401(k) Plan (the "Plan") provides only general information of the Plan which has been legally established through a formal retirement Plan Document and Trust Agreement as amended. Participants should refer to the Plan Document for a more complete description of the Plan's provisions. GENERAL ------- The Plan is a qualified, contributory defined contribution plan covering all non-bargaining unit employees of Station Casinos, Inc. (the "Company") who have completed 1,000 hours of service during a single year and have attained the age of 21. CONTRIBUTIONS, VESTING AND ALLOCATION ------------------------------------- Participants may make contributions to the Plan of any amount up to 15% of their annual compensation, but not to exceed the maximum dollar limit set by the Internal Revenue Service each year. Participants may make rollover contributions to the Plan. All participant contributions are immediately 100% vested and are nonforfeitable. Subject to the limitations described below, the Company makes matching contributions to the Plan on behalf of each participant in an amount equal to 25% of the first 4% of compensation which a participant contributes to the Plan as pre- tax contributions. A participant is credited with a year of service for vesting purposes upon completion of 1,000 hours of service during the Plan year. A participant begins to vest in that portion of his or her account attributable to the Company's matching contributions as follows: VESTING SERVICE VESTING % --------------- --------- Less than 1 year 0 1 year 20 2 years 40 3 years 60 4 years 80 5 or more years 100 Each year the Company may make an additional discretionary contribution to the Plan. The discretionary contribution is allocated among the accounts of eligible participants. Participants become 100% vested in the discretionary contribution after five years of service. In the event of termination of a participant by reason of death or disability, the full value of the participant's account as of the immediately preceding valuation date becomes vested. All contributions are invested in multiples of 1% as designated by the participant. A participant, however, may only invest 20% of his or her account balance in the Station Casinos, Inc. Common Stock Fund. Each day the plan trustee will determine the value of all assets in each investment fund. The daily net gain or loss on the assets in each 7 investment fund is determined and any such gain or loss is allocated to the accounts of participants in proportion to the amount of each participant's investment in the investment fund. During the plan year the following separate elective investment funds were available for the purpose of investing contributions. The funds are as follows: a. DREYFUS STRATEGIC INCOME FUND ----------------------------- This investment fund's goal is to maximize current income by investing principally in debt securities of domestic and foreign issuers. At least 65% of the funds total assets ordinarily will be invested in debt securities, such as bonds, debentures, notes, mortgage-related securities, convertible debt obligations and convertible preferred stocks, of domestic and foreign issues. The fund is managed by The Dreyfus Corporation. b. OPPENHEIMER QUEST OPPORTUNITY VALUE FUND ---------------------------------------- This investment fund's goal is to obtain growth of capital over time through investments in a diversified portfolio of common stocks, bonds and cash equivalents, the proportions of which will vary based upon the investment advisor's assessment of the relative values of each investment under prevailing market conditions. The Oppenheimer Quest Opportunity Value Fund will invest primarily in common stocks and securities convertible into common stock. The fund is managed by Oppenheimer Management Corporation. c. AIM VALUE FUND -------------- This investment fund's goal is to achieve long-term growth of capital by investing primarily in equity securities judged by the fund's investment advisor to be undervalued relative to the investment advisor's appraisal of the current or projected earnings of the companies issuing the securities, or relative to current market values of assets owned by the companies issuing the securities or relative to the equity market generally. Income is a secondary objective. This fund is managed by AIM Advisors, Inc. d. FUNDAMENTAL INVESTORS FUND -------------------------- This investment fund's goal is to increase its shareholders' capital and income return over time. The fund strives to accomplish this goal by investing primarily in a diversified portfolio of common stocks, or securities convertible into common stocks. This fund is managed by Capital Research and Management Company. e. FIDELITY ADVISOR EQUITY GROWTH FUND ----------------------------------- This investment fund's goal is to achieve capital appreciation by investing primarily in growth stocks that demonstrate the potential for above average earnings or sales growth. It will be invested in the securities of smaller, lesser known companies, as well as medium and larger sized companies. An active management style is designed to capitalize on market opportunities and to secure gains. This fund is managed by Fidelity Investments. f. AIM CONSTELLATION FUND ---------------------- This investment fund's goal is to provide capital appreciation through investments in common stocks, with emphasis on medium- sized and smaller emerging growth companies. This fund is managed by AIM Advisors, Inc. 8 g. MORLEY CAPITAL STABLE VALUE FUND -------------------------------- This investment fund's goal is to provide a consistent rate of return while preserving capital and minimizing risk. The fund consists of assets whose principal value remains stable regardless of stock and bond market fluctuations. These instruments include investment contracts issued by insurance companies and other financial institutions. This fund is managed by Morley Capital Management,Inc. h. STATION CASINOS, INC. COMMON STOCK FUND --------------------------------------- Amounts in this investment fund are invested in an unsegregated fund holding shares of common stock of Station Casinos, Inc. Separate accounts are established to record each participant's interest in this investment fund. While awaiting settlement of investment transactions, the fund invests amounts in The Dreyfus Worldwide Dollar Fund, a money market fund managed by The Dreyfus Corporation. Dividends or other distributions to common stock shareholders will be used by the plan trustee to acquire additional shares of common stock for the participants of the Station Casinos, Inc. Common Stock Fund. Any brokerage commissions or similar charges in connection with the purchase or sale of shares of company stock under the Station Casinos, Inc. Common Stock fund will be reflected in the number of shares purchased or the proceeds from common stock sold. i. MONEY MARKET FUND ----------------- This investment fund's goal is to provide as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity. j. DREYFUS GROWTH AND INCOME FUND ------------------------------ This investment fund's goal is to provide long term capital growth, current income and growth of income, consistent with reasonable investment risk. The Dreyfus Growth and Income Fund invests in equity and debt securities and money market instruments of domestic and foreign issuers. The fund is managed by The Dreyfus Corporation. Effective February 1, 1996 this fund was no longer available. k. DREYFUS STRATEGIC INVESTING FUND -------------------------------- This investment fund's goal is to provide capital growth. The Dreyfus Strategic Investing Fund invests primarily in equity securities of domestic and foreign issuers which would be characterized as "value" companies according to the criteria established by The Dreyfus Corporation. The fund is managed by The Dreyfus Corporation. Effective February 1, 1996 this fund was no longer available. l. DREYFUS NEW LEADERS FUND ------------------------ This investment fund's goal is to maximize capital appreciation. The Dreyfus New Leaders Fund seeks out companies that the Dreyfus Corporation believes have the potential for significant growth. The fund is managed by The Dreyfus Corporation. Effective February 1, 1996 this fund was no longer available. m. LASALLE NATIONAL TRUST CAPITAL PRESERVATION FUND ------------------------------------------------ Assets in this investment fund are invested primarily in guaranteed investment contracts and alternative investment contracts issued by various insurance companies, 9 commercial banks and investment banks. The fund is managed by the LaSalle National Trust, N.A. Effective February 1, 1996 this fund was no longer available. PARTICIPANT ACCOUNTS -------------------- The portion of a participant's account that is not vested is forfeited when the participant terminates employment with the Company. Forfeitures shall be first used to reinstate prior forfeitures of participants who return to the employment of the Company and then are used to reduce future employer contributions to the Plan. Forfeitures for the year ended December 31, 1996 were $18,938. PAYMENT OF BENEFITS ------------------- Upon normal retirement or death, vested benefits from the Plan may be made in either the form of a lump sum cash payment of the participant's account or in a series of payments over a period not to extend beyond the life expectancy of the participant or the joint life expectancy of the participant and the participant's beneficiary. Any participant who terminates employment with the Company shall be entitled to receive the value of the vested portion of his or her account no later than the sixtieth day after the close of the plan year in which the participant terminates employment. Participants may withdraw from their account once they have attained age 59 1/2. Participants may also withdraw from their account, without regard to age, in the event of extreme hardship. ADMINISTRATION -------------- The Plan is administered by a committee designated by the Company's Board of Directors (the "Administrative Committee"). 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ------------------------------------------ a. BASIS OF PRESENTATION --------------------- The financial statements of the Plan are maintained on an accrual basis. b. PLAN EXPENSES ------------- Legal, management trust, administrative and accounting expenses are paid by the trust fund if not paid by the Company. Payment of such fees are directed by the Administrative Committee. c. INVESTMENTS ----------- Investments are stated at their current market value measured by the latest available quoted market prices in active markets. Investment income is recorded as earned on a daily basis. d. PARTICIPANT LOANS ----------------- Subject to the rules and limitations contained in the Plan, a participant is able to request a loan for an amount equal to as much as $50,000, but not to exceed 50% of the vested amount credited to his or her account. At December 31, 1996 and 1995 there were outstanding participant loans in the amount of $795,167 and $611,558, 10 respectively, which approximates the fair value of the loans. The participant loans bear interest at prime plus 1%, which for the year ended December 31, 1996 ranged from 9.25% to 9.50%. The loans require equal repayments of principal and interest (with payments not less than quarterly) over a period not to exceed five years. 3. BENEFITS PAYABLE ---------------- Benefits payable as of December 31, 1996 and 1995 were $49,889 and $5,062, respectively. These amounts are included in net assets available for plan benefits in the accompanying statements of net assets available for plan benefits. 4. TRUSTEE AND TRUST AGREEMENT --------------------------- In January 1996, the Administrative Committee changed the recordkeeping and trustee functions from The Dreyfus Service Corporation and The Dreyfus Trust Company, respectively to Buck Consultants and The Riggs National Bank of Washington, D.C., respectively. As of December 31, 1996, the assets of the Plan were held by The Riggs National Bank of Washington, D.C. (the "Trustee") under a Trust Agreement dated December 18, 1995. Among other duties, the Trustee receives the employee's contributions, invests the trust funds, and makes payments to plan participants as directed by the Administrative Committee. The recordkeeping function of the Plan is performed by Buck Consultants. 5. INCOME TAX STATUS OF THE PLAN ----------------------------- The Internal Revenue Service has determined and informed the Company by a letter dated February 10, 1995, that the Plan is qualified and the Trust established under the Plan is tax-exempt, under the appropriate sections of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Administrative Committee and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date. 6. PLAN TERMINATION ---------------- Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of the Employee Retirement Income Security Act of 1974. In the event of Plan termination, participants will become 100% vested in their account balances. 11 STATION CASINOS, INC. 401(k) Plan Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1996 EIN # 88-0231933 SCHEDULE I
NUMBER MARKET DESCRIPTION OF UNITS COST VALUE - ----------- -------- ---- ------- DREYFUS STRATEGIC INCOME FUND 56,459 $ 802,490 $ 813,895 The Dreyfus Corporation OPPENHEIMER QUEST OPPORTUNITY VALUE FUND 28,103 776,322 856,713 Oppenheimer Management Corporation AIM VALUE FUND 21,403 597,979 623,839 AIM Advisors, Inc. FUNDAMENTAL INVESTORS FUND 189,208 4,469,123 4,642,852 Capital Research and Management Company FIDELITY ADVISOR EQUITY GROWTH FUND 53,593 2,145,823 2,252,791 Fidelity Investments AIM CONSTELLATION FUND 59,487 1,444,090 1,502,594 AIM Advisors, Inc. MORLEY CAPITAL STABLE VALUE FUND 228,510 2,665,612 2,738,170 Morley Capital Management, Inc. MONEY MARKET FUND 173,882 173,882 173,882 STATION CASINOS, INC. COMMON STOCK FUND* 58,980 802,013 583,906 LOAN ACCOUNT (9.25% - 9.50%) 795,167 795,167 795,167 ----------- ----------- $14,672,501 $14,983,809 =========== =========== * Party in interest
12 STATION CASINOS, INC. 401(k) PLAN Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 EIN # 88-0231933 SCHEDULE II
PURCHASES SALES ------------------------- --------------------------------------------------- NUMBER OF NUMBER OF ORIGINAL DESCRIPTION TRANSACTIONS COST TRANSACTIONS PROCEEDS COST GAIN (LOSS) - ----------- ------------ ---- ------------- -------- --------- ----------- DREYFUS STRATEGIC INCOME FUND - - 195 1,594,054 1,577,060 16,994 OPPENHEIMER QUEST OPPORTUNITY VALUE FUND 200 683,770 156 1,506,250 1,493,372 12,878 AIM VALUE FUND - - 166 1,143,001 1,141,002 1,999 FUNDAMENTAL INVESTORS FUND 202 5,332,814 266 11,530,448 11,528,996 1,452 FIDELITY ADVISOR EQUITY GROWTH FUND 199 2,439,712 232 5,182,667 5,174,653 8,014 AIM CONSTELLATION FUND 195 1,788,157 195 3,935,299 3,920,322 14,977 MORLEY CAPITAL STABLE VALUE FUND 183 6,047,030 286 15,492,666 15,487,274 5,392 MONEY MARKET FUND 299 10,263,234 277 29,852,199 29,852,199 - STATION CASINOS, INC. COMMON STOCK FUND - - 23 747,298 756,521 (9,223) DREYFUS GROWTH AND INCOME FUND - - 1 4,140,795 3,624,661 516,134 DREYFUS STRATEGIC INVESTING FUND - - 1 1,792,223 1,859,110 (66,887) DREYFUS NEW LEADERS FUND - - 1 936,848 877,337 59,511 LASALLE NATIONAL TRUST CAPITAL PRESERVATION FUND - - 1 2,532,130 2,532,130 -
13 EXHIBIT INDEX ------------- Exhibit Number Description - -------------- ----------- 23.1 Consent Of Independent Public Accountants 14 SIGNATURE --------- THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Plan administrator has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 21, 1997 STATION CASINOS, INC. 401(k)PLAN By: /s/ Glenn C. Christenson ------------------------ Glenn C. Christenson Executive Vice President, Chief Financial Officer, Chief Administrative Officer, Treasurer and Director (Principal Financial and Accounting Officer) 15 Exhibit 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS ----------------------------------------- As independent public accountants, we hereby consent to the incorporation of our report included in this Form 11-K, into the Company's previously filed registration statement on Form S-8 (File No. 33-70342). Arther Andersen LLP Las Vegas, Nevada June 19, 1997 16 -----END PRIVACY-ENHANCED MESSAGE-----