-----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, WbqWWzPyPCyE5sahTrU/dbBmhLw850HVMk31JK3DMkRaIaN5Zj4wvaMhSLhhrYRZ KZijrJV9YfGcCrQDXf1g3A== 0001179110-07-021326.txt : 20071109 0001179110-07-021326.hdr.sgml : 20071109 20071109191940 ACCESSION NUMBER: 0001179110-07-021326 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 LORENZO J CENTRAL INDEX KEY: 0000942850 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12037 FILM NUMBER: 071233517 BUSINESS ADDRESS: STREET 1: 2960 W SHARA AVENUE CITY: LAS VEGAS STATE: NV ZIP: 89102 BUSINESS PHONE: 7022214700 MAIL ADDRESS: STREET 1: 2960 W SAHARA AVENUE CITY: LAS VEGAS STATE: NV ZIP: 89102 4 1 edgar.xml FORM 4 - X0202 4 2007-11-07 1 0000898660 STATION CASINOS INC STN 0000942850 FERTITTA LORENZO J 2411 WEST SAHARA AVENUE LAS VEGAS NV 89102 1 1 0 0 Vice Chairman and President Common Stock 2007-04-05 5 J 0 E 824 D 0 I By Self as Settlor Common Stock 2007-04-05 5 J 0 E 824 A 603794 I By Self as Manager Common Stock 2007-11-07 4 S 0 854641 90.00 D 0 D Common Stock 2007-11-07 4 D 0 128676 90.00 D 3486859 I By Trust Common Stock 2007-11-07 4 D 0 52500 90.00 D 551294 I By Self as Manager Common Stock 2007-11-07 4 D 0 96 90.00 D 0 I By Trust Common Stock 2007-11-07 4 D 0 52 90.00 D 0 I By Trust Common Stock 2007-11-07 4 J 0 3486859 D 0 I By Trust Common Stock 2007-11-07 4 J 0 551294 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 13.50 2007-11-07 4 D 0 54600 90.00 D 2000-07-24 2010-07-24 Common Stock 54600 0 D Option to purchase Station common stock 13.50 2007-11-07 4 D 0 286800 90.00 D 2000-07-24 2010-07-24 Common Stock 286800 0 D Option to purchase Station common stock 14.00 2007-11-07 4 D 0 60000 90.00 D 2001-03-14 2011-03-14 Common Stock 60000 0 D Option to purchase Station commons stock 8.60 2007-11-07 4 D 0 260000 90.00 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. The Lorenzo J. Fertitta and Teresa Jo Fertitta Family trust u/a/d 6/24/91. Shares of Station common stock are held as husband's seperate property. 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 on treasury) was cancelled and converted into the right to receive $90.00, without interest. LNA Investments, LLC (F/B/O the reporting person's minor children) of which the reporting person is Manager. Lorenzo Joseph Fertitta, Jr. Trust u/a/d 1/13/95. Lorenzo Joseph Fertitta, Jr. Trust UGMA/NV. 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. Activity is for the Lorenzo J. Fertitta, Jr. Trust u/a/d 12/13/94, and/or the Nicco J. Fertitta Trust u/a/d 11/7/96, and/or the Angelina T. Fertitta Trust u/a/d 7/10/01 (F/B/O the reporting person's minor children), of which the reporting person is Settlor. 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 LNA 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 in form 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. 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 addmission that the reporting person is, for purposes of Section16 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 under Station's stock plans was canceled 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. Lorenzo J. Fertitta 2007-11-09 -----END PRIVACY-ENHANCED MESSAGE-----