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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) August 7, 1998
STATION CASINOS, INC.
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
000-21640 88-0136443
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(Commission File Number) (IRS Employer Identification No.)
2411 West Sahara Avenue
Las Vegas, Nevada 89102
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(Address of principal executive (Zip Code)
offices)
Registrant's telephone number, including area code (702) 367-2411
N.A.
(Former name or former address, if changed since last report)
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STATION CASINOS, INC.
Item 5. On August 18, 1998, Station Casinos, Inc. ("Station") learned that
a stockholder class action and derivative action had been filed
against Station and each of its seven directors. The suit was
filed August 7, 1998, in the United States District Court for the
District of Nevada by Crandon Capital Partners. The suit alleges,
among other things, that agreement to the break-up fee under the
Agreement and Plan of Merger between Station and Crescent Real
Estate Equities Company violated the fiduciary duty the Station
directors owed to Station and its stockholders because Station
allegedly could not pay the fee when it was agreed to and because
the fee allegedly prevented other interested bidders from proposing
competing cquisitions of Station. The suit also alleges that
Station's assets were wasted by the agreement to the break-up fee
made without stockholder consent. The suit seeks, among other
things, to have the break-up fee declared null and void, to obtain
an order requiring Station's directors to take certain actions to
make Station an attractive acquisition candidate, to require an
accounting from Station's directors and to obtain unspecified
compensatory damages.
Station intends to defend this action vigorously and believes that
the claims are wholly without merit. Station believes that the
suit is a typical strike suit and should be dismissed. Station's
directors believe that they have acted in the best interests of the
company and its stockholders in this transaction.
When used in this report and elsewhere by management from time to
time, the words "believes", "anticipates", and "expects" and
similar expressions are intended to identify forward-looking
statements with respect to the financial condition, results of
operations and expansion projects of the Company. Certain important
factors, including but not limited to, competition from other
gaming operations, construction risks, the inherent uncertainty and
cost associated with litigation, licensing and other regulatory
risks, could cause the Company's actual results to differ
materially from those expressed in the Company's forward-looking
statements. Further information on potential factors which could
affect the financial condition, results of operations and expansion
projects of the Company and its subsidiaries are included in the
filings of the Company with the Securities and Exchange Commission,
including, but not limited to, the Company's Registration Statement
on Form S-4 (File No. 333-30685). Readers are cautioned not to
place undue reliance on any forward-looking statements, which speak
only as of the date thereof. The Company undertakes no obligation
to publicly release any revisions to such forward-looking
statements to reflect events or circumstances after the date hereof.
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STATION CASINOS, INC.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Station Casinos, Inc.
Date: August 19, 1998 /s/ Glenn C. Christenson
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Glenn C. Christenson
Executive Vice President
and Chief Financial Officer
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