<PAGE> 1
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, 1997.
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> 2
STATION CASINOS, INC. 401(k) PLAN
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Public Accountants 3
Statements of Net Assets Available for Plan Benefits as
of December 31, 1997 and 1996 4-5
Statement of Changes in Net Assets Available for Plan
Benefits for the Year Ended December 31, 1997 6
Notes to Financial Statements 7-11
Schedules:
I. Schedule of Assets Held for Investment
Purposes as of December 31, 1997 12
II. Schedule of Reportable Transactions for the
Year Ended December 31, 1997 13
Signature 14
Exhibit Index 15
Exhibit 23.1 16
</TABLE>
2
<PAGE> 3
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, 1997 and 1996, and the related statement of changes in net assets available
for plan benefits for the year ended December 31, 1997. 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, 1997 and 1996, and the changes in net assets available for plan
benefits for the year ended December 31, 1997, 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, 1997 and reportable transactions for
the year ended December 31, 1997 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 24, 1998
3
<PAGE> 4
STATION CASINOS, INC.
401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
AS OF DECEMBER 31, 1997
<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>
INVESTMENTS, at fair market value:
Dreyfus Strategic Income Fund $ 1,207,028 $ -- $ -- $ -- $ -- $ --
Oppenheimer Quest Opportunity Value Fund -- 1,613,620 -- -- -- --
AIM Value Fund -- -- 1,118,827 -- -- --
Fundamental Investors Fund -- -- -- 5,727,176 -- --
Fidelity Advisor Equity Growth Fund -- -- -- -- 2,944,762 --
AIM Constellation Fund -- -- -- -- -- 2,106,006
Morley Capital Stable Value Fund -- -- -- -- -- --
Money Market Fund -- -- -- -- -- --
Station Casinos, Inc. Common Stock Fund -- -- -- -- -- --
Loan Account -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
Total Investments 1,207,028 1,613,620 1,118,827 5,727,176 2,944,762 2,106,006
----------- ----------- ----------- ----------- ----------- -----------
RECEIVABLES:
Employee Contributions 53,713 77,470 46,675 73,414 63,096 69,866
Employer Contributions 6,989 9,710 5,519 9,061 7,763 8,542
----------- ----------- ----------- ----------- ----------- -----------
60,702 87,180 52,194 82,475 70,859 78,408
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 1,267,730 $ 1,700,800 $ 1,171,021 $ 5,809,651 $ 3,015,621 $ 2,184,414
=========== =========== =========== =========== =========== ===========
<CAPTION>
STN
STABLE MONEY COMMON
VALUE MARKET STOCK LOAN
FUND FUND FUND ACCOUNT TOTAL
----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
INVESTMENTS, at fair market value:
Dreyfus Strategic Income Fund $ -- $ -- $ -- $ -- $ 1,207,028
Oppenheimer Quest Opportunity Value Fund -- -- -- -- 1,613,620
AIM Value Fund -- -- -- -- 1,118,827
Fundamental Investors Fund -- -- -- -- 5,727,176
Fidelity Advisor Equity Growth Fund -- -- -- -- 2,944,762
AIM Constellation Fund -- -- -- -- 2,106,006
Morley Capital Stable Value Fund 3,049,373 -- -- -- 3,049,373
Money Market Fund -- 182,566 -- -- 182,566
Station Casinos, Inc. Common Stock Fund -- -- 883,733 -- 883,733
Loan Account -- -- -- 1,103,381 1,103,381
----------- ----------- ----------- ----------- -----------
Total Investments 3,049,373 182,566 883,733 1,103,381 19,936,472
----------- ----------- ----------- ----------- -----------
RECEIVABLES:
Employee Contributions 56,538 29,816 -- -- 470,588
Employer Contributions 7,648 3,784 -- -- 59,016
----------- ----------- ----------- ----------- -----------
64,186 33,600 -- -- 529,604
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 3,113,559 $ 216,166 $ 883,733 $ 1,103,381 $20,466,076
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
4
<PAGE> 5
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-
INCOME UNITY VALUE INVESTORS GROWTH LATION
FUND FUND FUND FUND FUND FUND
----------- ----------- ----------- ----------- ----------- -----------
<S> <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 -- -- -- -- -- --
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
----------- ----------- ----------- ----------- ----------- -----------
RECEIVABLES:
Employee Contributions 12,981 40,275 14,809 47,122 37,454 23,099
Employer Contributions 1,662 5,155 1,849 5,779 4,486 2,743
----------- ----------- ----------- ----------- ----------- -----------
14,643 45,430 16,658 52,901 41,940 25,842
----------- ----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 828,538 $ 902,143 $ 640,497 $ 4,695,753 $ 2,294,731 $ 1,528,436
=========== =========== =========== =========== =========== ===========
<CAPTION>
STN
STABLE MONEY COMMON
VALUE MARKET STOCK LOAN
FUND FUND FUND ACCOUNT TOTAL
----------- ----------- ----------- ----------- -----------
<S> <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 -- -- -- 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 2,738,170 173,882 583,906 795,167 14,983,809
----------- ----------- ----------- ----------- -----------
RECEIVABLES:
Employee Contributions 20,383 11,706 -- -- 207,829
Employer Contributions 2,607 1,469 -- -- 25,750
----------- ----------- ----------- ----------- -----------
22,990 13,175 -- -- 233,579
----------- ----------- ----------- ----------- -----------
NET ASSETS AVAILABLE FOR
PLAN BENEFITS $ 2,761,160 $ 187,057 $ 583,906 $ 795,167 $15,217,388
=========== =========== =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of this statement.
5
<PAGE> 6
STATION CASINOS, INC.
401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
STRATEGIC OPPORT- EQUITY
INCOME UNITY VALUE INVESTORS GROWTH
FUND FUND FUND FUND FUND
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employee Contributions $ 422,621 $ 665,497 $ 386,993 $ 670,241 $ 590,411
Employer Contributions 51,741 77,853 45,890 78,541 64,638
------------ ------------ ------------ ------------ ------------
474,362 743,350 432,883 748,782 655,049
------------ ------------ ------------ ------------ ------------
INVESTMENT INCOME:
Net Unrealized Appreciation
in Market Value of Investments 35,699 137,039 36,554 439,804 165,974
Net Realized Appreciation (Depreciation)
in Market Value of Investments 3,032 33,139 23,688 122,420 73,351
Interest and Dividend Income 68,261 29,825 114,679 684,050 322,270
------------ ------------ ------------ ------------ ------------
106,992 200,003 174,921 1,246,274 561,595
------------ ------------ ------------ ------------ ------------
BENEFIT AND OTHER PAYMENTS (136,653) (194,679) (88,311) (674,684) (388,637)
OTHER ACTIVITY:
Net Interfund Transfers 14,942 71,268 32,047 (81,246) (16,542)
Loan Activity (20,451) (21,285) (21,016) (125,228) (90,575)
------------ ------------ ------------ ------------ ------------
NET INCREASE 439,192 798,657 530,524 1,113,898 720,890
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of Year 828,538 902,143 640,497 4,695,753 2,294,731
------------ ------------ ------------ ------------ ------------
End of Year $ 1,267,730 $ 1,700,800 $ 1,171,021 $ 5,809,651 $ 3,015,621
============ ============ ============ ============ ============
<CAPTION>
STN
CONSTEL- STABLE MONEY COMMON
LATION VALUE MARKET STOCK LOAN
FUND FUND FUND FUND ACCOUNT TOTAL
------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
CONTRIBUTIONS:
Employee Contributions $ 654,333 $ 587,832 $ -- $ 295,385 $ -- $ 4,273,313
Employer Contributions 75,159 66,843 -- 35,563 -- 496,228
------------ ------------ ------------ ------------ ------------ ------------
729,492 654,675 -- 330,948 -- 4,769,541
------------ ------------ ------------ ------------ ------------ ------------
INVESTMENT INCOME:
Net Unrealized Appreciation
in Market Value of Investments 21,944 142,416 -- 62,001 -- 1,041,431
Net Realized Appreciation (Depreciation)
in Market Value of Investments 43,969 17,540 -- (21,551) -- 295,588
Interest and Dividend Income 153,739 5,087 -- -- 67,565 1,445,476
------------ ------------ ------------ ------------ ------------ ------------
219,652 165,043 -- 40,450 67,565 2,782,495
------------ ------------ ------------ ------------ ------------ ------------
BENEFIT AND OTHER PAYMENTS (208,274) (396,261) (62,988) (28,040) (124,821) (2,303,348)
OTHER ACTIVITY:
Net Interfund Transfers (34,790) (24,096) 70,352 (31,935) -- --
Loan Activity (50,102) (46,962) 21,745 (11,596) 365,470 --
------------ ------------ ------------ ------------ ------------ ------------
NET INCREASE 655,978 352,399 29,109 299,827 308,214 5,248,688
NET ASSETS AVAILABLE FOR
PLAN BENEFITS:
Beginning of Year 1,528,436 2,761,160 187,057 583,906 795,167 15,217,388
------------ ------------ ------------ ------------ ------------ ------------
End of Year $ 2,184,414 $ 3,113,559 $ 216,166 $ 883,733 $ 1,103,381 $ 20,466,076
============ ============ ============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of this statement.
6
<PAGE> 7
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:
<TABLE>
<CAPTION>
VESTING SERVICE VESTING %
--------------- ---------
<S> <C>
Less than 1 year 0
1 year 20
2 years 40
3 years 60
4 years 80
5 or more years 100
</TABLE>
Each year the Company may make an additional discretionary contribution
to the Plan. The discretionary contribution would be 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
7
<PAGE> 8
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 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.
8
<PAGE> 9
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.
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. 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 fund invests amounts in The Dreyfus Worldwide Dollar Fund, a money
market fund managed by The Dreyfus Corporation. The fund acts as a
holding account for contributions to the Station Casinos, Inc. Common
Stock Fund until such transactions are settled.
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, 1997 were $38,376.
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.
9
<PAGE> 10
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, 1997 and 1996 there were outstanding
participant loans in the amount of $1,103,381 and $795,167,
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, 1997 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, 1997 and 1996 were $0 and $49,889,
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
As of December 31, 1997 and 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
10
<PAGE> 11
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.
7. SUBSEQUENT EVENT
On January 16, 1998, the Company entered into an Agreement and Plan of
Merger (the "Merger"), as amended, with Crescent Real Estate Equities
Company, a Texas real estate investment trust. Upon consummation of
the Merger, the Station Casinos, Inc. Common Stock Fund will no longer
be available to participants.
11
<PAGE> 12
STATION CASINOS, INC.
401(k) PLAN
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
EIN# 88-0231933
SCHEDULE I
<TABLE>
<CAPTION>
NUMBER MARKET
OF UNITS COST VALUE
-------------- -------------- --------------
<S> <C> <C> <C>
DREYFUS STRATEGIC INCOME FUND 80,680 $ 1,161,829 $ 1,207,028
The Dreyfus Corporation
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND 45,866 1,466,405 1,613,620
Oppenheimer Management Corporation
AIM VALUE FUND 34,510 1,072,276 1,118,827
AIM Advisors, Inc.
FUNDAMENTAL INVESTORS FUND 209,016 5,164,142 5,727,176
Capital Research and Management Company
FIDELITY ADVISOR EQUITY GROWTH FUND 63,684 2,711,550 2,944,762
Fidelity Investments
AIM CONSTELLATION FUND 79,833 2,053,607 2,106,006
AIM Advisors, Inc.
MORLEY CAPITAL STABLE VALUE FUND 240,945 2,858,275 3,049,373
Morley Capital Management, Inc.
MONEY MARKET FUND 183,115 183,115 182,566
STATION CASINOS, INC. COMMON STOCK FUND* 86,743 964,678 883,733
LOAN ACCOUNT (9.25% - 9.50%) 1,103,381 1,103,381 1,103,381
-------------- --------------
$ 18,739,258 $ 19,936,472
============== ==============
</TABLE>
* Party in interest
12
<PAGE> 13
STATION CASINOS, INC.
401(k) PLAN
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
EIN# 88-0231933
SCHEDULE II
<TABLE>
<CAPTION>
PURCHASES SALES
----------------------- -------------------------------------------------
NUMBER NUMBER
OF TRANS- OF TRANS- ORIGINAL GAIN
ACTIONS COST ACTIONS PROCEEDS COST (LOSS)
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
DREYFUS STRATEGIC INCOME FUND 212 $ 600,246 350 $ 246,137 $ 240,906 $ 5,231
OPPENHEIMER QUEST OPPORTUNITY VALUE FUND 338 951,140 328 353,901 261,057 92,844
AIM VALUE FUND 236 652,725 296 218,059 178,428 39,631
FUNDAMENTAL INVESTORS FUND 306 1,633,640 436 1,111,871 937,901 173,970
FIDELITY ADVISOR EQUITY GROWTH FUND 257 1,109,922 440 655,973 543,226 112,747
AIM CONSTELLATION FUND 255 1,011,033 417 473,585 402,731 70,854
MORLEY CAPITAL STABLE VALUE FUND 220 907,961 458 755,967 715,730 40,237
MONEY MARKET FUND 677 509,312 352 489,697 489,697 --
STATION CASINOS, INC. COMMON STOCK FUND 25 358,048 57 111,932 195,382 (83,450)
</TABLE>
13
<PAGE> 14
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 26, 1998 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)
14
<PAGE> 15
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
23.1 Consent Of Independent Public Accountants
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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).
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 26, 1998
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