8-K 1 a4846948.txt STATION CASINOS 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): March 21, 2005 STATION CASINOS, INC -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Nevada 000-21640 88-0136443 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) 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 8.01. OTHER EVENTS. Frank J. Fertitta III, Chief Executive Officer, and Lorenzo J. Fertitta, President, have entered into Rule 10b5-1 trading plans (the "Plans") to sell up to 14,000 shares each, of the Company's common stock. Portions of the shares may be sold any time the stock achieves certain prearranged minimum prices and may take place beginning on March 22, 2005 and ending on June 30, 2005, unless sooner terminated. The Plan participants will have no control over the timing of any sales under the 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. These 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, nonpublic information. Subsequent receipt by the insider of material, nonpublic information will not prevent transactions under the plans from being executed. 2 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: March 21, 2005 By: /s/Glenn C. Christenson ------------------------------------ Glenn C. Christenson Executive Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer 3