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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, 1999.
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
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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) RETIREMENT 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
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STATION CASINOS, INC. 401(k) RETIREMENT PLAN
INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
Report of Independent Public Accountants 3
Statement of Net Assets Available for Benefits as
of December 31, 1999 4
Statement of Changes in Net Assets Available for
Benefits for the Year Ended December 31, 1999 5
Notes to Financial Statements 6-9
Schedules:
I. Schedule of Assets Held for Investment
Purposes as of December 31, 1999 10
Exhibit Index 11
Signature 12
Exhibit 23.1 13
</TABLE>
2
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Station Casinos, Inc. 401(k) Plan Administrator:
We have audited the accompanying statement of net assets available for benefits
of the Station Casinos, Inc. 401(k) Retirement Plan (the "Plan") as of December
31, 1999 and the related statement of changes in net assets available for
benefits for the year ended December 31, 1999. 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 audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. 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 audit provides 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 benefits of the Plan as of
December 31, 1999 and the changes in net assets available for benefits for the
year ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes as of December 31, 1999 is presented for the purpose of
additional analysis and is not a required part of the basic financial statements
but is 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. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is 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, 2000
3
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STATION CASINOS, INC.
401(k) RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
1999
-------------
<S> <C>
ASSETS:
Investments................................................. $ 42,768,612
Receivables:
Participant contributions................................ 303,803
Employer contributions................................... 76,111
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Total receivables.................................... 379,914
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Total assets......................................... 43,148,526
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Net assets available for benefits.................... $ 43,148,526
==============
</TABLE>
The accompanying notes are an integral part of this financial statement.
4
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STATION CASINOS, INC.
401(k) RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
For the
year ended
December 31,
1999
----------------
<S> <C>
ADDITIONS:
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments......................... $ 5,070,211
Interest and dividends................................................... 1,894,609
Interest on participant loans............................................ 105,226
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7,070,046
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Contributions:
Transfer in from previous trustee........................................ 28,799,868
Participant.............................................................. 8,756,153
Employer................................................................. 1,988,543
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39,544,564
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Total additions...................................................... 46,614,610
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DEDUCTIONS:
Deductions from net assets attributed to:
Benefits paid to participants............................................ 3,396,364
Administrative expenses.................................................. 69,720
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Total deductions..................................................... 3,466,084
----------------
Net increase......................................................... 43,148,526
Net assets available for benefits:
Beginning of year (See Note 2)........................................... -
----------------
End of year.............................................................. $ 43,148,526
================
</TABLE>
The accompanying notes are an integral part of this financial statement.
5
<PAGE>
STATION CASINOS, INC.
401(k) RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
1. DESCRIPTION OF THE PLAN
The following description of the Station Casinos, Inc. 401(k)
Retirement 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.
a. GENERAL
The Plan is a qualified, 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.
b. 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 50% 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.
6
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All contributions are invested in multiples of 1% as designated by the
participant. A participant may direct his/her contributions into any of
16 investment options, one of which is the Station Casinos, Inc. Common
Stock Fund ("STN Stock Fund"). A participant, however, may only invest
20% of his or her account balance in the STN Stock Fund. A participant
may change his/her investment options monthly, subject to certain Plan
provisions. Participants should refer to the Plan documents for a
complete description of the investment options as well as for the
detailed composition of each investment fund.
c. FORFEITURES
The portion of a participant's account that is not vested is forfeited
when the participant terminates employment with the Company. These
forfeitures shall first be used to pay administrative expenses of the
Plan and then are used to reduce future employer contributions payable
under the Plan. Forfeitures for the year ended December 31, 1999 were
$117,377. During 1999, the Company applied $31,160 of forfeiture funds
to administrative expenses.
d. 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.
e. 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, 1999 there were outstanding participant
loans in the amount of $2,053,902, which approximates the fair value of
the loans. The participant loans bear interest at rates commensurate
with those charged by persons in the business of lending money for
loans which would be made under similar circumstances, which for the
year ended December 31, 1999 ranged from 8.75% 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.
f. ADMINISTRATION
The Plan is administered by a committee designated by the Company's
Board of Directors (the "Administrative Committee").
7
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g. 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. BASIS OF PRESENTATION
The financial statements of the Plan are maintained on an accrual
basis.
b. USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and changes therein, and disclosure of
contingent assets and liabilities. Actual results could differ from
those estimates.
c. INVESTMENT VALUATION AND INCOME RECOGNITION
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. NEW ACCOUNTING PRONOUNCEMENTS
In September 1999, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of
Position 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters" ("SOP
99-3"). SOP 99-3 eliminates the previous requirement for a defined
contribution plan to present plan investments by general type for
participant-directed investments in the statement of net assets
available for benefits. SOP 99-3 also eliminates the requirement for a
defined contribution plan to disclose participant-directed investment
programs. The provisions of SOP 99-3 are effective for financial
statements for plan years ending after December 15, 1999.
e. PLAN TRANSFER AND AMENDMENT
On January 1, 1999, the Company adopted the Plan. The Adoption
Agreement was amended on February 1, 1999 to reflect the merger of
the Station Casinos, Inc. 401(k) Plan (the "Former Plan") into the
Plan. In connection with this transaction, all participants' account
balances in the Former Plan were transferred to the Plan. The
transfer of assets was completed February 1, 1999. The aggregate
balances of all participant accounts on the date of the transfer was
approximately $28.8 million. These transfers are reflected in the
statement of changes in net assets available for benefits as
"transfer in from previous trustee".
The Plan was in effect January 1, 1999, therefore, the accompanying
statement of changes in net assets available for benefits is
presented for the year ended December 31, 1999. The transfer of
assets from the Former Plan did not occur until
8
<PAGE>
February 1, 1999, therefore, the predecessor trustee recorded earnings
and received contributions during the month ended January 31, 1999, as
follows:
<TABLE>
<CAPTION>
<S> <C>
Net appreciation in fair value of investments $ 940,153
Participant contributions 264,552
Employer contributions 57,274
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$1,261,979
==========
</TABLE>
These earnings and contribution receipts for January 1999 are included
in the "transfer in from previous trustee" line on the accompanying
statement of changes in net assets available for benefits.
3. BENEFITS PAYABLE
There were no benefits payable as of December 31, 1999.
4. 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 Former Plan was
qualified and the Trust established under the Former Plan was
tax-exempt, under the appropriate sections of the Internal Revenue
Code. The Company adopted the Plan on January 1, 1999, and the
Former Plan was merged with the Plan on February 1, 1999. 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 is qualified and the related trust was
tax-exempt as of December 31, 1999.
5. 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.
6. SUBSEQUENT EVENT
The Company entered into an agreement with Scudder Investments
("Scudder") to act as recordkeeper/trustee of the Plan. The Company
plans to transfer the assets of the Plan to Scudder on or about August
1, 2000.
9
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STATION CASINOS, INC.
401(k) RETIREMENT PLAN
Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
EIN# 88-0301133
SCHEDULE I
<TABLE>
<CAPTION>
SHARE MARKET
BALANCE PRICE VALUE
------------- ----------- --------------
<S> <C> <C> <C>
JANUS ASPEN WORLDWIDE 26,305.233 $ 47.56 $ 1,251,077
EVERGREEN SMALL CAP VAL S 25,886.687 $ 14.77 $ 382,346
WF LIFEPATH 2010 A 23,080.403 $ 13.17 $ 303,969
WF LIFEPATH 2020 A 23,287.935 $ 15.32 $ 356,771
WF LIFEPATH 2030 A 20,024.293 $ 17.69 $ 354,230
WF LIFEPATH 2040 A 12,362.870 $ 19.74 $ 244,043
STATION CASINOS, INC. COMMON STOCK FUND* 107,758.000 $ 22.44 $ 2,417,820
ACCRUE INCOME 531.590 $ 1.00 $ 532
INV. SEC. SOLD 13,990.130 $ 1.00 $ 13,990
INTEREST-BEARING CASH 94,669.060 $ 1.00 $ 94,669
FIDELITY PRIME FUND* 4,269,435.470 $ 1.00 $ 4,269,435
ADVISOR HIGH YIELD CL T* 171,968.891 $ 11.37 $ 1,955,286
ADVISOR GROWTH OPPORTUNITY CL T* 126,243.077 $ 46.66 $ 5,890,502
ADVISOR BALANCED CL T* 24,132.402 $ 18.25 $ 440,416
ADVISOR GROWTH & INCOME CL T* 406,876.577 $ 20.38 $ 8,292,145
ADVISOR EQUITY GROWTH CL T* 126,280.221 $ 71.61 $ 9,042,927
ADVISOR SMALL CAP CL T* - $ 22.80 $ -
ADVISOR MID CAP CL T* 228,803.584 $ 18.65 $ 4,267,187
ADVISOR LARGE CAP CL T* 52,876.092 $ 21.51 $ 1,137,365
OUTSTANDING LOAN BALANCE $ 2,053,902
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$ 42,768,612
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</TABLE>
* Party in interest
10
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EXHIBIT INDEX
Exhibit Number Description
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23.1 Consent Of Independent Public Accountants
11
<PAGE>
SIGNATURE
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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, 2000 STATION CASINOS, INC. 401(k) RETIREMENT 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)
12
