STATION CASINOS INC
8-K, 2000-10-19
MISCELLANEOUS AMUSEMENT & RECREATION
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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): October 17, 2000


                              STATION CASINOS, INC
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         Nevada                        000-21640            88-0136443
----------------------------          ------------       -------------------
(State or other jurisdiction          (Commission         (I.R.S. Employer
    of incorporation)                 File Number)       Identification No.)


      2411 West Sahara Avenue, Las Vegas, Nevada       89102
      ------------------------------------------    ----------
       (Address of principal executive offices)     (Zip Code)

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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ITEM 5.  OTHER EVENTS.

                  On October 17, 2000, Station Casinos, Inc. (the "Company") and
its wholly-owned  subsidiary,  St. Charles Riverfront Station,  Inc., a Missouri
corporation ("St. Charles"),  entered into an Asset Purchase Agreement (the "St.
Charles Purchase Agreement") with Ameristar Casinos,  Inc., a Nevada corporation
("Ameristar"),  and a wholly-owned subsidiary of Ameristar, Ameristar Casino St.
Charles, Inc., a Missouri corporation. Also on October 17, 2000, the Company and
its  wholly-owned  subsidiary,  Kansas  City  Station  Corporation,  a  Missouri
corporation  ("Kansas  City"),  entered into an Asset  Purchase  Agreement  (the
"Kansas City Purchase  Agreement") with Ameristar and a wholly-owned  subsidiary
of Ameristar, Ameristar Casino Kansas City, Inc., a Missouri corporation.

                  Pursuant to the St. Charles Purchase  Agreement and the Kansas
City Purchase Agreement, the Company has agreed to sell substantially all of the
assets of St.  Charles  and Kansas City (the "Asset  Sale") for  aggregate  cash
consideration of $475,000,000.  Consummation of the Asset Sale is subject to the
satisfaction of certain conditions,  including receipt of necessary approvals of
the Missouri Gaming  Commission and the expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

                  Concurrent  with the Asset  Sale,  on October  17,  2000,  the
Company and its wholly  owned  subsidiary,  Lake Mead  Station,  Inc.,  a Nevada
corporation ("Lake Mead Station"), entered into an Asset Purchase Agreement (the
"Reserve  Purchase  Agreement") with Ameristar and a wholly-owned  subsidiary of
Ameristar,  Ameristar Casino Las Vegas, Inc., a Nevada corporation.  Pursuant to
the Reserve Purchase  Agreement,  the Company and Lake Mead Station will acquire
the  Reserve  Hotel &  Casino  in  Henderson,  Nevada  (the  "Acquisition")  for
aggregate cash consideration of $70,000,000.  Consummation of the Acquisition is
contingent upon completion of the Asset Sale and the satisfactory  completion of
diligence on the property.  Consummation  of the  Acquisition is also subject to
the satisfaction of certain conditions, including receipt of necessary approvals
of the Nevada Gaming Commission and the expiration or termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

                  On  October  18,  2000,  the  Company  issued a press  release
regarding  the Asset Sale and the  Acquisition.  Such press  release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.



ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

            (a)    Not applicable

            (b)    Not applicable

            (c)    The following documents are filed as exhibits to this report:

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<PAGE>

Exhibit No.                           Description
-----------                           -----------
99.1                                  Press Release dated October 18, 2000.




                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  and  Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                                     Station Casinos, Inc.



Date: October 18, 2000               By: /s/ Glenn C. Christenson
                                         ------------------------
                                         Glenn C. Christenson
                                         Executive Vice President, Chief
                                         Financial Officer, Chief Administrative
                                         Officer and Treasurer



                                  EXHIBIT INDEX

Exhibit
-------
99.1                                      Press Release dated October 18, 2000.





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