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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
Amendment No. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Station Casinos, Inc.
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(Exact Name of registrant as specified in its charter)
Nevada 88-0136443
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(State of incorporation (IRS Employer
or organization) Identification No.)
2411 West Sahara Ave., Las Vegas, Nevada 89102
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(Address of principal executive offices) Zip Code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c) (1) please check the effectiveness of a concurrent
following box. / / registration statement under the
Securities Act of 1933 pursuant
to General Instruction A(c) (2)
please check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered: each class is to be registered
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Series "A" Preferred Share
Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
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The registrant hereby amends Item 1 of its Registration Statement
on Form 8-A, dated October 6, 1997, by adding the information set forth below
under the caption "Amendment to the Rights Agreement." The registrant also
amends Item 2 by adding the First Amendment to Rights Agreement as Exhibit 5.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Rights Agreement
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On October 6, 1997, the Board of Directors of Station Casinos, Inc. (the
"Company") declared a dividend of one preferred share purchase right (a
"Right") for each outstanding share of common stock, par value $.01 per share
(the "Common Shares"), of the Company. The dividend was paid on October
21, 1997 (the "Record Date") to the shareholders of record on that date.
Each Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Preferred Stock, par value $.01 per
share (the "Preferred Shares"), of the Company at a price of $40.00 per one
one-hundredth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The description and terms of the Rights are set forth in a Rights
Agreement dated as of October 6, 1997 (the "Rights Agreement") between the
Company and Continental Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons have
acquired beneficial ownership of 15% or more of the outstanding Common Shares
(an "Acquiring Person") or (ii) 10 business days (or such later date as may
be determined by action of the Board of Directors prior to such time as any
person or group of affiliated persons becomes an Acquiring Person) following
the commencement of, or announcement of an intention to make, a tender offer
or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the outstanding Common
Shares (the earlier of such dates being called the "Distribution Date"), the
Rights will be evidenced, with respect to any of the Common Share
certificates outstanding as of the Record Date, by such Common Share
certificate with a copy of this Summary of Rights attached thereto. The
Rights Agreement provides that certain Existing Equity Holders (as defined in
the Rights Agreement) shall be excluded from the definition of Acquiring
Person).
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date upon transfer or new
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issuance of Common Shares will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date (or earlier redemption
or expiration of the Rights), the surrender for transfer of any certificates
for Common Shares outstanding as of the Record Date, even without such
notation or a copy of this Summary of Rights being attached thereto, will
also constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following the
Distribution Date, separate certificates evidencing the Rights ("Right
Certificates") will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The Rights
will expire on October 21, 2007 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed
or exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion
price, less than the then-current market price of the Preferred Shares or
(iii) upon the distribution to holders of the Preferred Shares of evidences
of indebtedness or assets (excluding regular periodic cash dividends paid out
of earnings or retained earnings or dividends payable in Preferred Shares) or
of subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths of
a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such
case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an
aggregate dividend of 100 times the dividend declared per Common Share. In
the event of liquidation, the holders of the Preferred Shares will be
entitled to a minimum preferential liquidation payment of $100 per share but
will be entitled to an aggregate payment of 100 times the
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payment made per Common Share. Each Preferred Share will have 100 votes,
voting together with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 100 times the amount received per
Common Share. These rights are protected by customary antidilution
provisions.
Because of the nature of the Preferred Shares' dividend, liquidation and
voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, the Rights Agreement provides that
proper provision shall be made so that each holder of a Right, other than
Rights beneficially owned by the Acquiring Person (which will thereafter be
void), will thereafter have the right to receive upon exercise that number of
Common Shares having a market value of two times the exercise price of the
Right. At any time after any person or group becomes an Acquiring Person and
prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group, which will have
become void), in whole or in part, at an exchange ratio of one Common Share,
or one one-hundredth of a Preferred Share (or of a share of a class or series
of the Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
The Rights Agreement provides that none of the Company's directors or
officers shall be deemed to beneficially own any Common Shares owned by any
other director or officer by virtue of such persons acting in their
capacities as such, including in connection with the formulation and
publication of the Board of Directors recommendation of its position, and
actions taken in furtherance thereof, with respect to an acquisition proposal
relating to the Company or a tender or exchange offer for the Common Shares.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, proper
provision will be made so that each holder of a Right will thereafter have
the right to receive, upon the exercise thereof at the then current exercise
price of the Right, that number of shares of common stock of the acquiring
company which at the time of such transaction will have a market value of two
times the exercise price of the Right.
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With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Preferred Shares will be issued (other than
fractions which are integral multiples of one one-hundredth of a Preferred
Share, which may, at the election of the Company, be evidenced by depositary
receipts) and in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Shares on the last trading day prior to the date
of exercise.
At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the
outstanding Common Shares, the Board of Directors of the Company may redeem
the Rights in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price"). The redemption of the Rights may be made effective at
such time on such basis with such conditions as the Board of Directors in its
sole discretion may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an
amendment to (a) lower certain thresholds described above to not less than
the greater of (i) the largest percentage of the outstanding Common Shares
then known to the Company to be beneficially owned by any person or group of
affiliated or associated persons and (ii) 10%, (b) fix a Final Expiration
Date later than October 21, 2007, (c) reduce the Redemption Price or (d)
increase the Purchase Price, except that from and after such time as any
person or group of affiliated or associated persons becomes an Acquiring
Person no such amendment may adversely affect the interests of the holders of
the Rights (other than the Acquiring Person and its affiliates and
associates).
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the
right to vote or to receive dividends.
As of October 6, 1997, there were 35,306,657 shares of Common Stock
issued and outstanding and no shares of Common Stock held in the Treasury of
the Company. As long as the Rights are attached to the Common Stock, the
Company will issue one Right with each new share of Common Stock so that all
such shares will have Rights attached. The Company's Board of Directors has
reserved for issuance upon exercise of the Rights 1,000,000 Preferred Shares.
Amendment to Rights Agreement
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On January 16, 1998, Crescent Real Estate Equities Company, a Texas Real
Estate Investment Trust ("Crescent") and the Company entered into an
Agreement and Plan of Merger, dated as of January 16, 1998 (the "Merger
Agreement"), providing, among other things, for the merger (the "Merger") of
the Company with and into Crescent.
Immediately prior to the execution of the Merger Agreement, the Company
and the Rights Agent entered into an Amendment to Rights Agreement (the
"Amendment") amending definitions in the Rights Agreement. The Amendment
excepts Crescent and its affiliates from the definition of Acquiring Person
to the extent that is a Beneficial Owner (as defined in the Rights Agreement)
as a result of the approval, execution or delivery of, or the consummation of
the transactions contemplated by, the Merger Agreement, including, without
limitation, the purchase by Crescent of the Redeemable Preferred Stock (as
defined in the Merger Agreement).
A copy of each of the Rights Agreement and the Amendment is available
free of charge from the Company. This summary description of the Rights does
not purport to be complete and is qualified in its entirety by reference to
the Rights Agreement, as amended, which is hereby incorporated herein by
reference.
ITEM 2. EXHIBITS
(c) Exhibit No. Description
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(1) Rights Agreement
(2) Form of Certificate of Designations, included in
Exhibit A to the Rights Agreement
(3) Form of Rights Certificate, included in Exhibit B to
the Rights Agreement
(4) Summary of Rights to Purchase Preferred Shares,
included in Exhibit C to the Rights Agreement
(5) Amendment to Rights Agreement
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned hereunto duly authorized.
STATION CASINOS, INC.
Date: January 26, 1998 By: /s/ Glenn C. Christenson
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Glenn C. Christenson
Executive Vice President, Chief
Financial Officer, Chief
Administrative Officer and
Treasurer
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EXHIBIT INDEX
Exhibit
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1. Rights Agreement ("Rights Agreement") dated as of October 6,
1997 between the Company and Continental Stock Transfer &
Trust Company, as Rights Agent.*
2. Form of Certificate of Designations with respect to Series A
Preferred Stock (attached as Exhibit A to the Rights
Agreement).*
3. Form of Right Certificate (attached as Exhibit B to the
Rights Agreement). Pursuant to the Rights Agreement,
printed Right Certificates will not be mailed until the
Distribution Date (as defined in the Rights Agreement).*
4. Summary of Rights to Purchase Preferred Shares (attached as
Exhibit C to the Rights Agreement).*
5. Amendment to Rights Agreement ("Rights Agreement") dated as
of January 16, 1998 between the Company and Continental
Stock Transfer & Trust Company, as Rights Agent.**
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* Incorporated by reference herein from the Company's Registration
Statement on Form 8-A filed October 6, 1997.
** Incorporated by reference herein from the Company's Current Report on
Form 8-K dated as of January 16, 1998.
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