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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
OCTOBER 2, 2000
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(Date of Report (date of earliest event reported)
STATION CASINOS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 000-21640 88-0136443
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(State or other jurisdiction (Commission file (IRS employer identification
of incorporation) number) number)
2411 WEST SAHARA AVENUE
LAS VEGAS, NEVADA 89102
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(Address of principal executive offices) (Zip code)
(702) 367-2411
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name or former address, if changed since last report)
Exhibit Index is on page 4
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 2, 2000, Santa Fe Station, Inc. (the "Purchaser"),
a wholly owned subsidiary of Station Casinos, Inc. (the "Company"), acquired
substantially all of the assets of the Santa Fe Hotel & Casino and the Company
acquired an option to purchase an adjacent 21-acre parcel of real property from
Santa Fe Gaming Corporation and Santa Fe Hotel Inc. (collectively, the "Santa Fe
Entities") for an aggregate purchase price of approximately $205.0 million. The
Santa Fe Hotel & Casino is located at the intersection of Interstate 95 and
Rancho Road, approximately five miles northwest of Texas Station, in Las Vegas,
Nevada. Situated on 38 acres, the Santa Fe Hotel & Casino offers approximately
85,000 square feet of casino space featuring 1,675 gaming devices and 27 table
games, 200 guest rooms, four full-service restaurants, a buffet, several
fast-food outlets, a 60-lane bowling center, a regulation-sized ice skating
arena, and 10,000 square feet of meeting and banquet facilities. Station intends
to operate the Santa Fe Hotel & Casino as a hotel and casino under the name
"Santa Fe Station."
The purchase price was paid with cash and by borrowing under
the Company's Third Amended and Restated Reducing Revolving Loan Agreement, as
amended, with the lenders named therein, Societe Generale, as Documentation
Agent, Bank of Scotland, as Co-Agent, and bank of America, N.A., as
Administrative Agent. The purchase price for the Santa Fe Hotel & Casino was
determined through arms-length negotiations between the Company and the Santa Fe
Entities.
The Santa Fe Entities used a portion of the proceeds they
received to repay in full a $36.0 million secured loan, plus accrued interest
thereon (the "Pioneer Loan"), that the Company had made to Pioneer Hotel, Inc.,
a wholly owned subsidiary of Santa Fe Gaming Corporation. The Pioneer Loan had
been contemplated in the Asset Purchase Agreement, dated as of June 12, 2000, by
and among the Company, Santa Fe Gaming Corporation and Santa Fe Hotel Inc. (as
amended from time to time, the "Asset Purchase Agreement"). The Acquisition was
consummated pursuant to the terms of the Asset Purchase Agreement.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
Not applicable
(b) PRO FORMA FINANCIAL INFORMATION.
Not applicable.
(c) EXHIBITS.
A list of exhibits included as a part of this report is set
forth in the Exhibit Index which immediately precedes such exhibits and is
hereby incorporated by reference herein.
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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: OCTOBER 11 , 2000 /s/ GLENN C. CHRISTENSON
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Glenn C. Christenson
Executive Vice President
and Chief Financial Officer
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EXHIBIT INDEX
2.1 Asset Purchase Agreement, dated as of June 12, 2000, by and among
Station Casinos, Inc., Santa Fe Gaming Corporation and Santa Fe Hotel
Inc. (Incorporated herein by reference to the Company's Quarterly
Report on Form 10-Q for the period ended June 30, 2000.)
2.2 Amendment No. 1 to Asset Purchase Agreement, dated as of July 28,
2000, by and among Station Casinos, Inc., Santa Fe Gaming Corporation
and Santa Fe Hotel Inc.
2.3 Amendment No. 2 to Asset Purchase Agreement, dated as of August 3,
2000, by and among Station Casinos, Inc., Santa Fe Gaming Corporation
and Santa Fe Hotel Inc.
99.1 Press Release, dated October 2, 2000.
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