<PAGE>
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, 1996.
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) 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
<PAGE>
STATION CASINOS, INC. 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS
-----------------------------
Page
----
Report of Independent Public Accountants 3
Statements of Net Assets Available for Plan Benefits as
of December 31, 1996 and 1995 4-5
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 1996 6
Notes to Financial Statements 7-11
Schedules:
I. Schedule of Assets Held for Investment
Purposes as of December 31, 1996 12
II. Schedule of Reportable Transactions for the
Year Ended December 31, 1996 13
Exhibit Index 14
Signature 15
Exhibit 23.1 16
2
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Station Casinos, Inc. 401(k) Plan Administrator:
We have audited the accompanying statements of net assets available
for plan benefits of the Station Casinos, Inc. 401(k) Plan (the
"Plan") as of December 31, 1996 and 1995, and the related statement of
changes in net assets available for plan benefits for the year ended
December 31, 1996. 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 audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 audits provide 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 plan
benefits of the Plan as of December 31, 1996 and 1995, and the changes
in net assets available for plan benefits for the year ended December
31, 1996, in conformity with generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes as of December 31,
1996 and reportable transactions for the year ended December 31, 1996
are presented for the purpose of additional analysis and are not a
required part of the basic financial statements but are 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. The fund information in the statement of
net assets available for plan benefits and the statement of changes in
net assets available for plan benefits is presented for purposes of
additional analysis rather than to present the net assets available
for plan benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and fund information
have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, are 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, 1997
3
<PAGE>
STATION CASINOS, INC.
401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
STRATEGIC OPPORT- EQUITY CONSTEL- STABLE
INCOME UNITY VALUE INVESTORS GROWTH LATION VALUE
FUND FUND FUND FUND FUND FUND FUND
---------- ---------- ---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair market value:
Dreyfus Strategic Income Fund $ 813,895 $ - $ - $ - $ - $ - $ -
Oppenheimer Quest Opportunity Value Fund - 856,713 - - - - -
AIM Value Fund - - 623,839 - - - -
Fundamental Investors Fund - - - 4,642,852 - - -
Fidelity Advisor Equity Growth Fund - - - - 2,252,791 - -
AIM Constellation Fund - - - - - 1,502,594 -
Morley Capital Stable Value Fund - - - - - - 2,738,170
Money Market Fund - - - - - - -
Station Casinos, Inc. Common Stock Fund - - - - - - -
Loan Account - - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Investments 813,895 856,713 623,839 4,642,852 2,252,791 1,502,594 2,738,170
---------- ---------- ---------- ---------- ---------- ---------- ----------
RECEIVABLES:
Employee Contributions 12,981 40,275 14,809 47,122 37,454 23,099 20,383
Employer Contributions 1,662 5,155 1,849 5,779 4,486 2,743 2,607
---------- ---------- ---------- ---------- ---------- ---------- ----------
14,643 45,430 16,658 52,901 41,940 25,842 22,990
---------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 828,538 $ 902,143 $ 640,497 $4,695,753 $2,294,731 $1,528,436 $2,761,160
========== ========== ========== ========== ========== ========== ==========
<CAPTION>
STN
MONEY COMMON
MARKET STOCK LOAN
FUND FUND ACCOUNT TOTAL
------ ------- ------- -----
<S> <C> <C> <C> <C>
INVESTMENTS, at fair market value:
Dreyfus Strategic Income Fund $ - $ - $ - $ 813,895
Oppenheimer Quest Opportunity Value Fund - - - 856,713
AIM Value Fund - - - 623,839
Fundamental Investors Fund - - - 4,642,852
Fidelity Advisor Equity Growth Fund - - - 2,252,791
AIM Constellation Fund - - - 1,502,594
Morley Capital Stable Value Fund - - - 2,738,170
Money Market Fund 173,882 - - 173,882
Station Casinos, Inc. Common Stock Fund - 583,906 - 583,906
Loan Account - - 795,167 795,167
---------- ---------- ---------- -----------
Total Investments 173,882 583,906 795,167 14,983,809
---------- ---------- ---------- -----------
RECEIVABLES:
Employee Contributions 11,706 - - 207,829
Employer Contributions 1,469 - - 25,750
---------- ---------- ---------- -----------
13,175 - - 233,579
---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 187,057 $ 583,906 $ 795,167 $15,217,388
========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
4
<PAGE>
STATION CASINOS, INC.
401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
STN GROWTH
STRATEGIC OPPORT- MONEY COMMON AND
INCOME UNITY VALUE MARKET STOCK LOAN INCOME
FUND FUND FUND FUND FUND ACCOUNT FUND
---------- ---------- ---------- --------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS, at fair market value:
Dreyfus Strategic Income Fund $ 461,618 $ - $ - $ - $ - $ - $ -
Oppenheimer Quest Opportunity Value Fund - 217,160 - - - - -
AIM Value Fund - - 172,701 - - - -
Money Market Fund - - - 3,727 - - -
Station Casinos, Inc. Common Stock Fund - - - - 538,734 - -
Loan Account - - - - - 611,558 -
Dreyfus Growth and Income Fund - - - - - - 3,965,482
Dreyfus Strategic Investing Fund - - - - - - -
Dreyfus New Leaders Fund - - - - - - -
LaSalle National Trust Capital
Preservation Fund - - - - - -
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total Investments 461,618 217,160 172,701 3,727 538,734 611,558 3,965,482
---------- ---------- ---------- ---------- ---------- ---------- ----------
RECEIVABLES:
Employee Contributions 9,131 8,897 9,824 - 8,750 - 21,277
Employer Contributions 1,060 971 1,007 - 1,000 - 2,417
---------- ---------- ---------- ---------- ---------- ---------- ----------
10,191 9,868 10,831 - 9,750 - 23,694
---------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 471,809 $ 227,028 $ 183,532 $ 3,727 $ 548,484 $ 611,558 $3,989,176
========== ========== ========== ========== ========== ========== ==========
<CAPTION>
CAPTIAL
STRATEGIC NEW PRESERV-
INVESTING LEADERS ATION
FUND FUND FUND TOTAL
------ ------- ------- -----
<S> <C> <C> <C> <C>
INVESTMENTS, at fair market value:
Dreyfus Strategic Income Fund $ - $ - $ - $ 461,618
Oppenheimer Quest Opportunity Value Fund - - - 217,160
AIM Value Fund - - - 172,701
Money Market Fund - - - 3,727
Station Casinos, Inc. Common Stock Fund - - - 538,734
Loan Account - - - 611,558
Dreyfus Growth and Income Fund - - - 3,965,482
Dreyfus Strategic Investing Fund 1,726,666 - - 1,726,666
Dreyfus New Leaders Fund - 920,301 - 920,301
LaSalle National Trust Capital
Preservation Fund - - 2,490,818 2,490,818
---------- ---------- ---------- -----------
Total Investments 1,726,666 920,301 2,490,818 11,108,765
---------- ---------- ---------- -----------
RECEIVABLES:
Employee Contributions 10,344 12,862 21,157 102,242
Employer Contributions 1,163 1,340 2,591 11,549
---------- ---------- ---------- -----------
11,507 14,202 23,748 113,791
---------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $1,738,173 $ 934,503 $2,514,566 $11,222,556
========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
5
<PAGE>
STATION CASINOS, INC.
401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
STRATEGIC OPPORT- EQUITY CONSTEL-
INCOME UNITY VALUE INVESTORS GROWTH LATION
FUND FUND FUND FUND FUND FUND
------ -------- -------- ------- --------- ------
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employee Contributions $352,648 $471,831 $390,007 $660,845 $442,179 $533,033
Employer Contributions 40,213 77,464 44,705 81,485 50,542 62,241
-------- -------- -------- -------- -------- --------
392,861 549,295 434,712 742,330 492,721 595,274
-------- -------- -------- -------- -------- --------
INVESTMENT INCOME:
Net Unrealized Appreciation (Depreciation)
in Market Value of Investments (13,681) 71,503 30,456 173,729 106,968 58,504
Net Realized Appreciation (Depreciation)
in Market Value of Investments 16,994 12,878 1,999 1,452 8,014 14,977
Interest and Dividend Income 43,820 23,176 28,780 382,965 71,413 49,749
------- ------- ------- ------- ------- --------
47,133 107,557 61,235 558,146 186,395 123,230
------- ------- ------- ------- ------- --------
BENEFIT PAYMENTS (66,998) (66,761) (26,723) (470,445) (159,958) (198,869)
OTHER ACTIVITY:
Transfers to New Trustee - - - 4,140,795 1,792,223 936,848
Net Interfund Transfers (6,396) 93,929 825 (152,376) 39,882 74,730
Loan Activity (9,871) (8,905) (13,084) (122,697) (56,532) (2,777)
--------- -------- -------- -------- -------- -------
NET INCREASE 356,729 675,115 456,965 4,695,753 2,294,731 1,528,436
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of Year 471,809 227,028 183,532 - - -
---------- -------- ---------- -------- -------- ---------
End of Year $ 828,538 $902,143 $ 640,497 $4,695,753 $2,294,731 $1,528,436
========== ======== ========== ======== ======== =========
<CAPTION>
STN GROWTH
STABLE MONEY COMMON AND
VALUE MARKET STOCK LOAN INCOME
FUND FUND FUND ACCOUNT FUND
------ ------- ------ ------- -----
<S> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employee Contributions $696,487 $ - $ 301,785 - $ -
Employer Contributions 74,540 - 17,105 - -
-------- ---------- --------- --------- -----------
771,027 - 318,890 - -
-------- ---------- --------- --------- -----------
INVESTMENT INCOME:
Net Unrealized Appreciation (Depreciation)
in Market Value of Investments 72,558 - (212,726) - (369,425)
Net Realized Appreciation (Depreciation)
in Market Value of Investments 5,392 - (9,223) - 516,134
Interest and Dividend Income 32,157 21,021 - 48,349 -
-------- ---------- --------- --------- -----------
110,107 21,021 (221,949) 48,349 146,709
-------- ---------- --------- --------- -----------
BENEFIT PAYMENTS (408,886) (1,227) (60,960) (95,141) -
OTHER ACTIVITY:
Transfers to New Trustee 2,532,130 - - - (4,140,795)
Net Interfund Transfers (225,867) 141,209 30,005 - 2,352
Loan Activity (17,351) 22,327 (30,564) 230,401 2,558
-------- ---------- --------- --------- -----------
NET INCREASE 2,761,160 183,330 35,422 183,609 (3,989,176)
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of Year - 3,727 548,484 611,558 3,989,176
-------- ---------- -------- -------- -----------
End of Year $2,761,160 $ 187,057 $583,906 $795,167 $ -
======== ========== ======== ======== ===========
<CAPTION>
CAPITAL
STRATEGIC NEW PRESERV-
INVESTING LEADERS ATION
FUND FUND FUND TOTAL
------ ------- ------ -------
<S> <C> <C> <C> <C>
CONTRIBUTIONS:
Employee Contributions $ - $ - $ - $3,848,815
Employer Contributions - - - 448,295
-------- ---------- --------- ---------
- - - 4,297,110
-------- ---------- --------- ---------
INVESTMENT INCOME:
Net Unrealized Appreciation (Depreciation)
in Market Value of Investments 119,881 (58,741) - (20,974)
Net Realized Appreciation (Depreciation)
in Market Value of Investments (66,887) 59,511 - 561,241
Interest and Dividend Income - - 12,044 713,474
-------- ---------- --------- ---------
52,994 770 12,044 1,253,741
-------- ---------- --------- ---------
BENEFIT PAYMENTS - - (51) (1,556,019)
OTHER ACTIVITY:
Transfers to New Trustee (1,792,223) (936,848) (2,532,130) -
Net Interfund Transfers - 386 1,321 -
Loan Activity 1,056 1,189 4,250 -
---------- ---------- --------- ---------
NET INCREASE (1,738,173) (934,503) (2,514,566) 3,994,832
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of Year 1,738,173 934,503 2,514,566 11,222,556
---------- ---------- ---------- ----------
End of Year $ - $ - $ - $15,217,388
========== ========== ========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
6
<PAGE>
STATION CASINOS, INC.
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
-----------------------
The following description of the Station Casinos, Inc. 401(k)
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.
GENERAL
-------
The Plan is a qualified, contributory 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.
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 25% 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 is
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.
All contributions are invested in multiples of 1% as designated
by the participant. A participant, however, may only invest 20%
of his or her account balance in the Station Casinos, Inc. Common
Stock Fund. Each day the plan trustee will determine the value
of all assets in each investment fund. The daily net gain or
loss on the assets in each
7
<PAGE>
investment fund is determined and any such gain or loss is
allocated to the accounts of participants in proportion to the
amount of each participant's investment in the investment fund.
During the plan year the following separate elective investment
funds were available for the purpose of investing contributions.
The funds are as follows:
a. DREYFUS STRATEGIC INCOME FUND
-----------------------------
This investment fund's goal is to maximize current income by
investing principally in debt securities of domestic and foreign
issuers. At least 65% of the funds total assets ordinarily will
be invested in debt securities, such as bonds, debentures, notes,
mortgage-related securities, convertible debt obligations and
convertible preferred stocks, of domestic and foreign issues.
The fund is managed by The Dreyfus Corporation.
b. OPPENHEIMER QUEST OPPORTUNITY VALUE FUND
----------------------------------------
This investment fund's goal is to obtain growth of capital over
time through investments in a diversified portfolio of common
stocks, bonds and cash equivalents, the proportions of which will
vary based upon the investment advisor's assessment of the
relative values of each investment under prevailing market
conditions. The Oppenheimer Quest Opportunity Value Fund will
invest primarily in common stocks and securities convertible into
common stock. The fund is managed by Oppenheimer Management
Corporation.
c. AIM VALUE FUND
--------------
This investment fund's goal is to achieve long-term growth of
capital by investing primarily in equity securities judged by the
fund's investment advisor to be undervalued relative to the
investment advisor's appraisal of the current or projected
earnings of the companies issuing the securities, or relative to
current market values of assets owned by the companies issuing
the securities or relative to the equity market generally.
Income is a secondary objective. This fund is managed by AIM
Advisors, Inc.
d. FUNDAMENTAL INVESTORS FUND
--------------------------
This investment fund's goal is to increase its shareholders'
capital and income return over time. The fund strives to
accomplish this goal by investing primarily in a diversified
portfolio of common stocks, or securities convertible into common
stocks. This fund is managed by Capital Research and Management
Company.
e. FIDELITY ADVISOR EQUITY GROWTH FUND
-----------------------------------
This investment fund's goal is to achieve capital appreciation by
investing primarily in growth stocks that demonstrate the
potential for above average earnings or sales growth. It will be
invested in the securities of smaller, lesser known companies, as
well as medium and larger sized companies. An active management
style is designed to capitalize on market opportunities and to
secure gains. This fund is managed by Fidelity Investments.
f. AIM CONSTELLATION FUND
----------------------
This investment fund's goal is to provide capital appreciation
through investments in common stocks, with emphasis on medium-
sized and smaller emerging growth companies. This fund is
managed by AIM Advisors, Inc.
8
<PAGE>
g. MORLEY CAPITAL STABLE VALUE FUND
--------------------------------
This investment fund's goal is to provide a consistent rate of
return while preserving capital and minimizing risk. The fund
consists of assets whose principal value remains stable
regardless of stock and bond market fluctuations. These
instruments include investment contracts issued by insurance
companies and other financial institutions. This fund is managed
by Morley Capital Management,Inc.
h. STATION CASINOS, INC. COMMON STOCK FUND
---------------------------------------
Amounts in this investment fund are invested in an unsegregated
fund holding shares of common stock of Station Casinos, Inc.
Separate accounts are established to record each participant's
interest in this investment fund. While awaiting settlement of
investment transactions, the fund invests amounts in The Dreyfus
Worldwide Dollar Fund, a money market fund managed by The Dreyfus
Corporation. Dividends or other distributions to common stock
shareholders will be used by the plan trustee to acquire
additional shares of common stock for the participants of the
Station Casinos, Inc. Common Stock Fund. Any brokerage
commissions or similar charges in connection with the purchase or
sale of shares of company stock under the Station Casinos, Inc.
Common Stock fund will be reflected in the number of shares
purchased or the proceeds from common stock sold.
i. MONEY MARKET FUND
-----------------
This investment fund's goal is to provide as high a level of
current income as is consistent with the preservation of capital
and the maintenance of liquidity.
j. DREYFUS GROWTH AND INCOME FUND
------------------------------
This investment fund's goal is to provide long term capital
growth, current income and growth of income, consistent with
reasonable investment risk. The Dreyfus Growth and Income Fund
invests in equity and debt securities and money market
instruments of domestic and foreign issuers. The fund is managed
by The Dreyfus Corporation. Effective February 1, 1996 this fund
was no longer available.
k. DREYFUS STRATEGIC INVESTING FUND
--------------------------------
This investment fund's goal is to provide capital growth. The
Dreyfus Strategic Investing Fund invests primarily in equity
securities of domestic and foreign issuers which would be
characterized as "value" companies according to the criteria
established by The Dreyfus Corporation. The fund is managed by
The Dreyfus Corporation. Effective February 1, 1996 this fund was
no longer available.
l. DREYFUS NEW LEADERS FUND
------------------------
This investment fund's goal is to maximize capital appreciation.
The Dreyfus New Leaders Fund seeks out companies that the Dreyfus
Corporation believes have the potential for significant growth.
The fund is managed by The Dreyfus Corporation. Effective
February 1, 1996 this fund was no longer available.
m. LASALLE NATIONAL TRUST CAPITAL PRESERVATION FUND
------------------------------------------------
Assets in this investment fund are invested primarily in
guaranteed investment contracts and alternative investment
contracts issued by various insurance companies,
9
<PAGE>
commercial banks and investment banks. The fund is managed by
the LaSalle National Trust, N.A. Effective February 1, 1996 this
fund was no longer available.
PARTICIPANT ACCOUNTS
--------------------
The portion of a participant's account that is not vested is
forfeited when the participant terminates employment with the
Company. Forfeitures shall be first used to reinstate prior
forfeitures of participants who return to the employment of the
Company and then are used to reduce future employer contributions
to the Plan. Forfeitures for the year ended December 31, 1996
were $18,938.
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.
ADMINISTRATION
--------------
The Plan is administered by a committee designated by the
Company's Board of Directors (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. 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.
c. INVESTMENTS
-----------
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. 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, 1996 and 1995
there were outstanding participant loans in the amount of
$795,167 and $611,558,
10
<PAGE>
respectively, which approximates the fair value of the loans. The
participant loans bear interest at prime plus 1%, which for
the year ended December 31, 1996 ranged from 9.25% 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.
3. BENEFITS PAYABLE
----------------
Benefits payable as of December 31, 1996 and 1995 were $49,889
and $5,062, respectively. These amounts are included in net
assets available for plan benefits in the accompanying statements
of net assets available for plan benefits.
4. TRUSTEE AND TRUST AGREEMENT
---------------------------
In January 1996, the Administrative Committee changed the
recordkeeping and trustee functions from The Dreyfus Service
Corporation and The Dreyfus Trust Company, respectively to Buck
Consultants and The Riggs National Bank of Washington, D.C.,
respectively.
As of December 31, 1996, the assets of the Plan were held by The
Riggs National Bank of Washington, D.C. (the "Trustee") under a
Trust Agreement dated December 18, 1995. Among other duties, the
Trustee receives the employee's contributions, invests the trust
funds, and makes payments to plan participants as directed by the
Administrative Committee. The recordkeeping function of the Plan
is performed by Buck Consultants.
5. 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 Plan is
qualified and the Trust established under the Plan is tax-exempt,
under the appropriate sections of the Internal Revenue Code. The
Plan has been amended since receiving the determination letter.
However, 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 was
qualified and the related trust was tax-exempt as of the
financial statement date.
6. 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.
11
<PAGE>
STATION CASINOS, INC.
401(k) Plan
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
EIN # 88-0231933
SCHEDULE I
<TABLE>
<CAPTION>
NUMBER MARKET
DESCRIPTION OF UNITS COST VALUE
- ----------- -------- ---- -------
<S> <C> <C> <C>
DREYFUS STRATEGIC INCOME FUND 56,459 $ 802,490 $ 813,895
The Dreyfus Corporation
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND 28,103 776,322 856,713
Oppenheimer Management Corporation
AIM VALUE FUND 21,403 597,979 623,839
AIM Advisors, Inc.
FUNDAMENTAL INVESTORS FUND 189,208 4,469,123 4,642,852
Capital Research and Management Company
FIDELITY ADVISOR EQUITY GROWTH FUND 53,593 2,145,823 2,252,791
Fidelity Investments
AIM CONSTELLATION FUND 59,487 1,444,090 1,502,594
AIM Advisors, Inc.
MORLEY CAPITAL STABLE VALUE FUND 228,510 2,665,612 2,738,170
Morley Capital Management, Inc.
MONEY MARKET FUND 173,882 173,882 173,882
STATION CASINOS, INC. COMMON STOCK FUND* 58,980 802,013 583,906
LOAN ACCOUNT (9.25% - 9.50%) 795,167 795,167 795,167
----------- -----------
$14,672,501 $14,983,809
=========== ===========
* Party in interest
</TABLE>
12
<PAGE>
STATION CASINOS, INC.
401(k) PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
EIN # 88-0231933
SCHEDULE II
<TABLE>
<CAPTION>
PURCHASES SALES
------------------------- ---------------------------------------------------
NUMBER OF NUMBER OF ORIGINAL
DESCRIPTION TRANSACTIONS COST TRANSACTIONS PROCEEDS COST GAIN (LOSS)
- ----------- ------------ ---- ------------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C>
DREYFUS STRATEGIC INCOME FUND - - 195 1,594,054 1,577,060 16,994
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND 200 683,770 156 1,506,250 1,493,372 12,878
AIM VALUE FUND - - 166 1,143,001 1,141,002 1,999
FUNDAMENTAL INVESTORS FUND 202 5,332,814 266 11,530,448 11,528,996 1,452
FIDELITY ADVISOR EQUITY GROWTH FUND 199 2,439,712 232 5,182,667 5,174,653 8,014
AIM CONSTELLATION FUND 195 1,788,157 195 3,935,299 3,920,322 14,977
MORLEY CAPITAL STABLE VALUE FUND 183 6,047,030 286 15,492,666 15,487,274 5,392
MONEY MARKET FUND 299 10,263,234 277 29,852,199 29,852,199 -
STATION CASINOS, INC. COMMON STOCK FUND - - 23 747,298 756,521 (9,223)
DREYFUS GROWTH AND INCOME FUND - - 1 4,140,795 3,624,661 516,134
DREYFUS STRATEGIC INVESTING FUND - - 1 1,792,223 1,859,110 (66,887)
DREYFUS NEW LEADERS FUND - - 1 936,848 877,337 59,511
LASALLE NATIONAL TRUST CAPITAL PRESERVATION FUND - - 1 2,532,130 2,532,130 -
</TABLE>
13
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Number Description
- -------------- -----------
23.1 Consent Of Independent Public Accountants
14
<PAGE>
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 21, 1997 STATION CASINOS, INC. 401(k)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)
15
<PAGE>
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 statement on Form S-8 (File No. 33-70342).
Arther Andersen LLP
Las Vegas, Nevada
June 19, 1997
16
