-----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, PANv9Hs8vdnmKaIqznD2gTw04XHRlZQ7OpekivTjOHoqfp5okq2NRoN4YRccuEVt bBWYwSkCZ0Dj3dM1DMj3pA== 0001179110-07-021322.txt : 20071109 0001179110-07-021322.hdr.sgml : 20071109 20071109190225 ACCESSION NUMBER: 0001179110-07-021322 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071107 FILED AS OF DATE: 20071109 DATE AS OF CHANGE: 20071109 ISSUER: 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: 1231 BUSINESS ADDRESS: STREET 1: 1505 SOUTH PAVILION CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89135 BUSINESS PHONE: 7023672411 MAIL ADDRESS: STREET 1: 1505 SOUTH PAVILION CENTER DRIVE CITY: LAS VEGAS STATE: NV ZIP: 89135 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FERTITTA FRANK J III CENTRAL INDEX KEY: 0000941343 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12037 FILM NUMBER: 071233480 BUSINESS ADDRESS: BUSINESS PHONE: 7023672411 MAIL ADDRESS: STREET 1: 2411 W SAHARA AVE CITY: LAS VEGAS STATE: NV ZIP: 89102 4 1 edgar.xml FORM 4 - X0202 4 2007-11-07 1 0000898660 STATION CASINOS INC STN 0000941343 FERTITTA FRANK J III 2411 WEST SAHARA AVENUE LAS VEGAS NV 89102 1 1 0 0 Chairman of the Board and CEO Common Stock 2007-04-05 5 J 0 E 1496 D 0 I By Self as Settlor Common Stock 2007-04-05 5 J 0 E 1496 A 625914 I By Self as Manager Common Stock 2007-11-07 4 S 0 974637 90.00 D 0 D Common Stock 2007-11-07 4 D 0 47352 90.00 D 3406470 I By Trust Common Stock 2007-11-07 4 D 0 52500 90.00 D 573414 I By Self as Manager Common Stock 2007-11-07 4 D 0 51 90.00 D 0 I By Trust Common Stock 2007-11-07 4 D 0 96 90.00 D 0 I By Trust Common Stock 2007-11-07 4 J 0 3406470 D 0 I By Trust Common Stock 2007-11-07 4 J 0 573414 D 0 I By Self as Manager Common Stock 2007-11-07 4 P 0 41.7 1.00 A 41.7 I Owned by FCP VoteCo, LLC Option to purchase Station common stock 13.33 2007-11-07 4 D 0 159500 90.00 D 2002-07-15 2012-07-15 Common Stock 159500 0 D Option to purchase Station common stock 14.67 2007-11-07 4 D 0 45000 90.00 D 2002-07-15 2012-07-15 Common Stock 45000 0 D Option to purchase Station common stock 14.00 2007-11-07 4 D 0 199400 90.00 D 2001-03-14 2011-03-14 Common Stock 199400 0 D Option to purchase Station common stock 8.60 2007-11-07 4 D 0 260000 90 D 2001-12-13 2011-12-13 Common Stock 260000 0 D In connection with the completed merger of FCP Acquisition Sub ("Merger Sub") with and into Station Casinos, Inc. ("Station") (such transaction, the "Merger"), Fertitta Colony Partners LLC ("Fertitta Colony Partners") purchased shares of Station common stock from the reporting person pursuant to the Stock Purchase Agreement dated as of November 7, 2007 by and among Fertitta Colony Partners, the reporting person, and the other parties thereto. As a result of the completed Merger of Merger Sub with and into Station, each share of Station's common stock (other than certain shares held by Fertitta Colony Partners, Merger Sub, FCP Holding, Inc., Fertitta Partners LLC ("Fertitta Partners") or any wholly-owned subsidiary of Station and other than shares of Station's common stock held in treasury) was cancelled and converted into the right to receive $90.00, without interest. Frank J. Fertitta, III and Jill Ann Fertitta Family trust u/a/d 9/10/91. Shares of Station common stock are held as husand's seperate property. In connection with the Merger, the reporting person contributed shares of Station common stock to Fertitta Partners in exchange for membership interests in Fertitta Partners. The reporting person is a director of Station and a member and manager of FCP VoteCo, LLC ("VoteCo"). As of November 7,2007, VoteCo is the direct owner of 41.7 shares of Station common stock, par value $0.01 per share. The reporting person, as a member and manager of VoteCo, may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), to beneficially own all of such 41.7 shares of Station common stock directly owned by VoteCo which are disclosed on this Form 3. This filing shall not be deemed an admission that the reporting person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities beneficially owned by VoteCo except to the extent of the pecuniary interest therein. As a result of the completed Merger of Merger Sub with and into Station, each stock option outstanding under Station's stock plans was cancelled and extinguished, and the holder thereof was entitled to receive an amount in cash equal to the product of (i) the number of shares of Station common stock subject to such stock option and (ii) the excess, if any, of $90.00 over the exercise price per share of such stock option, without interest Activity reflects the transfer of stock of Station Casinos, Inc. common stock between the reporting person's various minor children's trusts, of which the reporting person is Settlor/Trustee and KFV Investments, LLC (F/B/O the reporting person's minor children)(the "LLC") of which the reporting person is Manager. Each transfer of common stock of the Issuer between the various trusts and the LLC qualifies as only a change inform of the reporting person's beneficial ownership which does not change the number of shares beneficially owned by the reporting person, the various trusts, or the LLC, directly or indirectly. Activity is for the Kelley-Anne N. Fertitta Trust u/a/d 10/1/93, the Victoria G. Fertitta Trust u/a/d 10/1/93, and/or the Frank J. Fertitta, IV Trust u/a/d 4/26/95 (F/B/O the reporting person's minor children), of which the reporting person is Settlor. KFV Investments, LLC (F/B/O the reporting person's minor children) of which the reporting person is Manager. Victoria Gabrielle Fertitta Trust u/a/d 10/01/93. Frank Joseph Fertitta, IV Trust u/a/d 4/26/95. Frank J. Fertitta III 2007-11-09 -----END PRIVACY-ENHANCED MESSAGE-----