-----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, JkA1IObdko9wMRWpiPwwZNDmyJT8EHZ3mR0wJrEUnZ/vVwitmXBNKuSsSxN2Gxvj 4pQAA4ioUyJyI0KwgU0ydA== /in/edgar/work/20000628/0000912057-00-030137/0000912057-00-030137.txt : 20000920 0000912057-00-030137.hdr.sgml : 20000920 ACCESSION NUMBER: 0000912057-00-030137 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: STATION CASINOS INC CENTRAL INDEX KEY: 0000898660 STANDARD INDUSTRIAL CLASSIFICATION: [7990 ] IRS NUMBER: 880136443 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-12037 FILM NUMBER: 662723 BUSINESS ADDRESS: STREET 1: 2411 W. SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 7023672411 MAIL ADDRESS: STREET 1: P.O. BOX 295000 CITY: LAS VEGAS STATE: NV ZIP: 89126 11-K 1 a11-k.txt 11-K 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, 1999. 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) RETIREMENT 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) RETIREMENT PLAN INDEX TO FINANCIAL STATEMENTS
Page ---- Report of Independent Public Accountants 3 Statement of Net Assets Available for Benefits as of December 31, 1999 4 Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 1999 5 Notes to Financial Statements 6-9 Schedules: I. Schedule of Assets Held for Investment Purposes as of December 31, 1999 10 Exhibit Index 11 Signature 12 Exhibit 23.1 13
2 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Station Casinos, Inc. 401(k) Plan Administrator: We have audited the accompanying statement of net assets available for benefits of the Station Casinos, Inc. 401(k) Retirement Plan (the "Plan") as of December 31, 1999 and the related statement of changes in net assets available for benefits for the year ended December 31, 1999. 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 audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. 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 audit provides 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 benefits of the Plan as of December 31, 1999 and the changes in net assets available for benefits for the year ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes as of December 31, 1999 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is 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, 2000 3 STATION CASINOS, INC. 401(k) RETIREMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 1999 ------------- ASSETS: Investments................................................. $ 42,768,612 Receivables: Participant contributions................................ 303,803 Employer contributions................................... 76,111 -------------- Total receivables.................................... 379,914 -------------- Total assets......................................... 43,148,526 -------------- Net assets available for benefits.................... $ 43,148,526 ==============
The accompanying notes are an integral part of this financial statement. 4 STATION CASINOS, INC. 401(k) RETIREMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the year ended December 31, 1999 ---------------- ADDITIONS: Additions to net assets attributed to: Investment income: Net appreciation in fair value of investments......................... $ 5,070,211 Interest and dividends................................................... 1,894,609 Interest on participant loans............................................ 105,226 ---------------- 7,070,046 ---------------- Contributions: Transfer in from previous trustee........................................ 28,799,868 Participant.............................................................. 8,756,153 Employer................................................................. 1,988,543 ---------------- 39,544,564 ---------------- Total additions...................................................... 46,614,610 ---------------- DEDUCTIONS: Deductions from net assets attributed to: Benefits paid to participants............................................ 3,396,364 Administrative expenses.................................................. 69,720 ---------------- Total deductions..................................................... 3,466,084 ---------------- Net increase......................................................... 43,148,526 Net assets available for benefits: Beginning of year (See Note 2)........................................... - ---------------- End of year.............................................................. $ 43,148,526 ================
The accompanying notes are an integral part of this financial statement. 5 STATION CASINOS, INC. 401(k) RETIREMENT PLAN NOTES TO FINANCIAL STATEMENTS 1. DESCRIPTION OF THE PLAN The following description of the Station Casinos, Inc. 401(k) Retirement 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. a. GENERAL The Plan is a qualified, 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. b. 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 50% 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 would be 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. 6 All contributions are invested in multiples of 1% as designated by the participant. A participant may direct his/her contributions into any of 16 investment options, one of which is the Station Casinos, Inc. Common Stock Fund ("STN Stock Fund"). A participant, however, may only invest 20% of his or her account balance in the STN Stock Fund. A participant may change his/her investment options monthly, subject to certain Plan provisions. Participants should refer to the Plan documents for a complete description of the investment options as well as for the detailed composition of each investment fund. c. FORFEITURES The portion of a participant's account that is not vested is forfeited when the participant terminates employment with the Company. These forfeitures shall first be used to pay administrative expenses of the Plan and then are used to reduce future employer contributions payable under the Plan. Forfeitures for the year ended December 31, 1999 were $117,377. During 1999, the Company applied $31,160 of forfeiture funds to administrative expenses. d. 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. e. 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, 1999 there were outstanding participant loans in the amount of $2,053,902, which approximates the fair value of the loans. The participant loans bear interest at rates commensurate with those charged by persons in the business of lending money for loans which would be made under similar circumstances, which for the year ended December 31, 1999 ranged from 8.75% 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. f. ADMINISTRATION The Plan is administered by a committee designated by the Company's Board of Directors (the "Administrative Committee"). 7 g. 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a. BASIS OF PRESENTATION The financial statements of the Plan are maintained on an accrual basis. b. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates. c. INVESTMENT VALUATION AND INCOME RECOGNITION 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. NEW ACCOUNTING PRONOUNCEMENTS In September 1999, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 99-3, "Accounting for and Reporting of Certain Defined Contribution Plan Investments and Other Disclosure Matters" ("SOP 99-3"). SOP 99-3 eliminates the previous requirement for a defined contribution plan to present plan investments by general type for participant-directed investments in the statement of net assets available for benefits. SOP 99-3 also eliminates the requirement for a defined contribution plan to disclose participant-directed investment programs. The provisions of SOP 99-3 are effective for financial statements for plan years ending after December 15, 1999. e. PLAN TRANSFER AND AMENDMENT On January 1, 1999, the Company adopted the Plan. The Adoption Agreement was amended on February 1, 1999 to reflect the merger of the Station Casinos, Inc. 401(k) Plan (the "Former Plan") into the Plan. In connection with this transaction, all participants' account balances in the Former Plan were transferred to the Plan. The transfer of assets was completed February 1, 1999. The aggregate balances of all participant accounts on the date of the transfer was approximately $28.8 million. These transfers are reflected in the statement of changes in net assets available for benefits as "transfer in from previous trustee". The Plan was in effect January 1, 1999, therefore, the accompanying statement of changes in net assets available for benefits is presented for the year ended December 31, 1999. The transfer of assets from the Former Plan did not occur until 8 February 1, 1999, therefore, the predecessor trustee recorded earnings and received contributions during the month ended January 31, 1999, as follows:
Net appreciation in fair value of investments $ 940,153 Participant contributions 264,552 Employer contributions 57,274 ---------- $1,261,979 ==========
These earnings and contribution receipts for January 1999 are included in the "transfer in from previous trustee" line on the accompanying statement of changes in net assets available for benefits. 3. BENEFITS PAYABLE There were no benefits payable as of December 31, 1999. 4. 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 Former Plan was qualified and the Trust established under the Former Plan was tax-exempt, under the appropriate sections of the Internal Revenue Code. The Company adopted the Plan on January 1, 1999, and the Former Plan was merged with the Plan on February 1, 1999. 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 is qualified and the related trust was tax-exempt as of December 31, 1999. 5. 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. 6. SUBSEQUENT EVENT The Company entered into an agreement with Scudder Investments ("Scudder") to act as recordkeeper/trustee of the Plan. The Company plans to transfer the assets of the Plan to Scudder on or about August 1, 2000. 9 STATION CASINOS, INC. 401(k) RETIREMENT PLAN Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1999 EIN# 88-0301133 SCHEDULE I
SHARE MARKET BALANCE PRICE VALUE ------------- ----------- -------------- JANUS ASPEN WORLDWIDE 26,305.233 $ 47.56 $ 1,251,077 EVERGREEN SMALL CAP VAL S 25,886.687 $ 14.77 $ 382,346 WF LIFEPATH 2010 A 23,080.403 $ 13.17 $ 303,969 WF LIFEPATH 2020 A 23,287.935 $ 15.32 $ 356,771 WF LIFEPATH 2030 A 20,024.293 $ 17.69 $ 354,230 WF LIFEPATH 2040 A 12,362.870 $ 19.74 $ 244,043 STATION CASINOS, INC. COMMON STOCK FUND* 107,758.000 $ 22.44 $ 2,417,820 ACCRUE INCOME 531.590 $ 1.00 $ 532 INV. SEC. SOLD 13,990.130 $ 1.00 $ 13,990 INTEREST-BEARING CASH 94,669.060 $ 1.00 $ 94,669 FIDELITY PRIME FUND* 4,269,435.470 $ 1.00 $ 4,269,435 ADVISOR HIGH YIELD CL T* 171,968.891 $ 11.37 $ 1,955,286 ADVISOR GROWTH OPPORTUNITY CL T* 126,243.077 $ 46.66 $ 5,890,502 ADVISOR BALANCED CL T* 24,132.402 $ 18.25 $ 440,416 ADVISOR GROWTH & INCOME CL T* 406,876.577 $ 20.38 $ 8,292,145 ADVISOR EQUITY GROWTH CL T* 126,280.221 $ 71.61 $ 9,042,927 ADVISOR SMALL CAP CL T* - $ 22.80 $ - ADVISOR MID CAP CL T* 228,803.584 $ 18.65 $ 4,267,187 ADVISOR LARGE CAP CL T* 52,876.092 $ 21.51 $ 1,137,365 OUTSTANDING LOAN BALANCE $ 2,053,902 -------------- $ 42,768,612 ==============
* Party in interest 10 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 23.1 Consent Of Independent Public Accountants 11 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 26, 2000 STATION CASINOS, INC. 401(k) RETIREMENT 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) 12 EX-23.1 2 ex-23_1.txt EXHIBIT 23.1 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 statements on Form S-8 (File No. 33-70342) and Form S-8 (File No. 33-63752). Arthur Andersen LLP Las Vegas, Nevada June 26, 2000 13 -----END PRIVACY-ENHANCED MESSAGE-----