-----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, RZ0+CL8DpUEtKcKw6Y7fx9FL4xEfQOQcyaYHupKpPrE69f+1ymTfzDRsujld7WJm RrDXPM5yOOh82exGS82RcQ== 0001047469-98-032233.txt : 19980821 0001047469-98-032233.hdr.sgml : 19980821 ACCESSION NUMBER: 0001047469-98-032233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980807 ITEM INFORMATION: FILED AS OF DATE: 19980820 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: 8-K SEC ACT: SEC FILE NUMBER: 001-12037 FILM NUMBER: 98694773 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 8-K 1 8-K 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) August 7, 1998 STATION CASINOS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Nevada ---------------------------------------------- (State or other jurisdiction of incorporation) 000-21640 88-0136443 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) 2411 West Sahara Avenue Las Vegas, Nevada 89102 ------------------------------- ----------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code (702) 367-2411 N.A. (Former name or former address, if changed since last report) Page 1 STATION CASINOS, INC. Item 5. On August 18, 1998, Station Casinos, Inc. ("Station") learned that a stockholder class action and derivative action had been filed against Station and each of its seven directors. The suit was filed August 7, 1998, in the United States District Court for the District of Nevada by Crandon Capital Partners. The suit alleges, among other things, that agreement to the break-up fee under the Agreement and Plan of Merger between Station and Crescent Real Estate Equities Company violated the fiduciary duty the Station directors owed to Station and its stockholders because Station allegedly could not pay the fee when it was agreed to and because the fee allegedly prevented other interested bidders from proposing competing cquisitions of Station. The suit also alleges that Station's assets were wasted by the agreement to the break-up fee made without stockholder consent. The suit seeks, among other things, to have the break-up fee declared null and void, to obtain an order requiring Station's directors to take certain actions to make Station an attractive acquisition candidate, to require an accounting from Station's directors and to obtain unspecified compensatory damages. Station intends to defend this action vigorously and believes that the claims are wholly without merit. Station believes that the suit is a typical strike suit and should be dismissed. Station's directors believe that they have acted in the best interests of the company and its stockholders in this transaction. When used in this report and elsewhere by management from time to time, the words "believes", "anticipates", and "expects" and similar expressions are intended to identify forward-looking statements with respect to the financial condition, results of operations and expansion projects of the Company. Certain important factors, including but not limited to, competition from other gaming operations, construction risks, the inherent uncertainty and cost associated with litigation, licensing and other regulatory risks, could cause the Company's actual results to differ materially from those expressed in the Company's forward-looking statements. Further information on potential factors which could affect the financial condition, results of operations and expansion projects of the Company and its subsidiaries are included in the filings of the Company with the Securities and Exchange Commission, including, but not limited to, the Company's Registration Statement on Form S-4 (File No. 333-30685). Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to publicly release any revisions to such forward-looking statements to reflect events or circumstances after the date hereof. Page 2 STATION CASINOS, INC. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Station Casinos, Inc. Date: August 19, 1998 /s/ Glenn C. Christenson --------------------------- Glenn C. Christenson Executive Vice President and Chief Financial Officer Page 3 -----END PRIVACY-ENHANCED MESSAGE-----